Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 11, 2023 | |
Document Information Line Items | ||
Entity Registrant Name | Aditxt, Inc. | |
Trading Symbol | ADTX | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 7,610,739 | |
Amendment Flag | false | |
Entity Central Index Key | 0001726711 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Jun. 30, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | false | |
Entity Ex Transition Period | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-39336 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 82-3204328 | |
Entity Address, Address Line One | 737 N. Fifth Street | |
Entity Address, Address Line Two | Suite 200 | |
Entity Address, City or Town | Richmond | |
Entity Address, State or Province | VA | |
Entity Address, Postal Zip Code | 23219 | |
City Area Code | (650) | |
Local Phone Number | 870-1200 | |
Title of 12(b) Security | Common Stock, par value $0.001 per share | |
Security Exchange Name | NASDAQ | |
Entity Interactive Data Current | Yes |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
CURRENT ASSETS: | ||
Cash | $ 95,953 | $ 2,768,640 |
Accounts receivable, net | 379,166 | 527,961 |
Inventory | 1,018,493 | 950,093 |
Prepaid expenses | 653,954 | 496,869 |
TOTAL CURRENT ASSETS | 2,147,566 | 4,743,563 |
Fixed assets, net | 2,104,114 | 2,318,863 |
Intangible assets, net | 53,500 | 107,000 |
Deposits | 287,265 | 355,366 |
Right of use asset - long term | 2,701,338 | 3,160,457 |
Deferred issuance costs | 50,000 | |
TOTAL ASSETS | 7,293,783 | 10,735,249 |
CURRENT LIABILITIES: | ||
Accounts payable and accrued expenses | 5,397,931 | 1,958,502 |
Notes payable, net of discount | 2,615,946 | |
Notes payable - related party | 300,000 | |
Financing on fixed assets | 147,823 | 409,983 |
Deferred rent | 179,302 | 188,581 |
Lease liability - current | 1,102,779 | 1,086,658 |
TOTAL CURRENT LIABILITIES | 9,743,781 | 3,643,724 |
Lease liability - long term | 1,419,257 | 1,885,218 |
TOTAL LIABILITIES | 11,163,038 | 5,528,942 |
STOCKHOLDERS’ EQUITY (DEFICIT) | ||
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, 6,763,750 and 4,307,487 shares issued and 6,761,733 and 4,305,470 shares outstanding, respectively | 6,764 | 4,307 |
Treasury stock, 2,017 and 2,017 shares, respectively | (201,605) | (201,605) |
Additional paid-in capital | 103,032,672 | 100,443,967 |
Accumulated deficit | (106,707,086) | (95,040,362) |
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT) | (3,869,255) | 5,206,307 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | $ 7,293,783 | $ 10,735,249 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 |
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 | 6,763,750 | 4,307,487 |
Common stock, shares outstanding | 6,761,733 | 4,305,470 |
Treasury stock | 2,017 | 2,017 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
REVENUE | ||||
Sales | $ 220,978 | $ 214,715 | $ 439,393 | $ 424,994 |
Cost of goods sold | 185,738 | 174,858 | 364,047 | 362,929 |
Gross Profit | 35,240 | 39,857 | 75,346 | 62,065 |
OPERATING EXPENSES | ||||
General and administrative expenses $107,156, $375,352, $381,471, and $827,337 in stock-based compensation, respectively | 3,671,083 | 3,788,952 | 8,039,926 | 8,413,110 |
Research and development, includes $53,540, $154,237, $116,173, and $303,527 in stock-based compensation, respectively | 484,835 | 1,187,920 | 1,872,376 | 2,616,302 |
Sales and marketing $2,532, $754,699, $5,035 and $754,699 in stock-based compensation, respectively | 113,759 | 833,942 | 179,376 | 920,541 |
Total operating expenses | 4,269,677 | 5,810,814 | 10,091,678 | 11,949,953 |
NET LOSS FROM OPERATIONS | (4,234,437) | (5,770,957) | (10,016,332) | (11,887,888) |
OTHER EXPENSE | ||||
Interest expense | (1,285,031) | (82,110) | (1,483,523) | (97,320) |
Interest income | 343 | 6,007 | 9,417 | 20,047 |
Other income | 58,960 | |||
Amortization of debt discount | (162,893) | (2,946) | (176,286) | (2,946) |
Total other expense | (1,447,581) | (79,049) | (1,650,392) | (21,259) |
Net loss before income taxes | (5,682,018) | (5,850,006) | (11,666,724) | (11,909,147) |
Income tax provision | ||||
NET LOSS | $ (5,682,018) | $ (5,850,006) | $ (11,666,724) | $ (11,909,147) |
Net loss per share - basic (in Dollars per share) | $ (0.92) | $ (6.42) | $ (2.17) | $ (13.21) |
Weighted average number of shares outstanding during the period - basic (in Shares) | 6,177,857 | 911,213 | 5,374,826 | 901,468 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Unaudited) (Parentheticals) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Net loss per share -Diluted (in Dollars per share) | $ (0.93) | $ (6.42) | $ (2.18) | $ (13.21) |
Weighted average number of shares outstanding during the year - Diluted (in Shares) | 6,177,857 | 911,213 | 5,374,826 | 901,468 |
General and administrative expenses | ||||
Stock-based compensation | $ 107,156 | $ 375,352 | $ 381,471 | $ 827,337 |
Research and development | ||||
Stock-based compensation | 53,540 | 154,237 | 116,173 | 303,527 |
Sales and marketing | ||||
Stock-based compensation | $ 2,532 | $ 754,699 | $ 5,035 | $ 754,699 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders’ Equity (Deficit) (Unaudited) - USD ($) | Preferred Shares Outstanding | Preferred B Shares Outstanding | Common Shares Outstanding | Treasury Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2021 | $ 899 | $ (201,605) | $ 77,734,288 | $ (67,352,809) | $ 10,180,773 | ||
Balance (in Shares) at Dec. 31, 2021 | 888,597 | ||||||
Stock option and warrant compensation | 219,885 | 219,885 | |||||
Restricted stock unit compensation | 377,671 | 377,671 | |||||
Issuance of shares for vested restricted stock units | $ 6 | (6) | |||||
Issuance of shares for vested restricted stock units (in Shares) | 5,744 | ||||||
Issuance of shares for services | $ 1 | 3,718 | 3,719 | ||||
Issuance of shares for services (in Shares) | 180 | ||||||
Net loss | (6,059,141) | (6,059,141) | |||||
Balance at Mar. 31, 2022 | $ 906 | (201,605) | 78,335,556 | (73,411,950) | 4,722,907 | ||
Balance (in Shares) at Mar. 31, 2022 | 894,521 | ||||||
Balance at Dec. 31, 2021 | $ 899 | (201,605) | 77,734,288 | (67,352,809) | 10,180,773 | ||
Balance (in Shares) at Dec. 31, 2021 | 888,597 | ||||||
Net loss | (11,909,147) | ||||||
Balance at Jun. 30, 2022 | $ 1,120 | (201,605) | 80,823,399 | (79,261,956) | 1,360,958 | ||
Balance (in Shares) at Jun. 30, 2022 | 1,107,376 | ||||||
Balance at Mar. 31, 2022 | $ 906 | (201,605) | 78,335,556 | (73,411,950) | 4,722,907 | ||
Balance (in Shares) at Mar. 31, 2022 | 894,521 | ||||||
Stock option and warrant compensation | 724,584 | 724,584 | |||||
Issuance of restricted stock units for compensation | $ 3 | (3) | |||||
Issuance of restricted stock units for compensation (in Shares) | 2,751 | ||||||
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 | ||||||
Restricted stock unit compensation | 309,704 | ||||||
Issuance of shares for services | $ 31 | 249,969 | 250,000 | ||||
Issuance of shares for services (in Shares) | 3,068 | ||||||
Net loss | (5,850,006) | (5,850,006) | |||||
Balance at Jun. 30, 2022 | $ 1,120 | (201,605) | 80,823,399 | (79,261,956) | 1,360,958 | ||
Balance (in Shares) at Jun. 30, 2022 | 1,107,376 | ||||||
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 | ||||||
Stock option and warrant compensation | 59,964 | 59,964 | |||||
Restricted stock unit compensation | 111,187 | 111,187 | |||||
Issuance of shares for vested restricted stock units | $ 2 | (2) | |||||
Issuance of shares for vested restricted stock units (in Shares) | 1,731 | ||||||
Sale of common stock | $ 339 | 506,677 | 507,016 | ||||
Sale of common stock (in Shares) | 338,513 | ||||||
Issuance of shares for services | $ 187 | 168,113 | 168,300 | ||||
Issuance of shares for services (in Shares) | 187,000 | ||||||
Net loss | (5,984,706) | (5,984,706) | |||||
Balance at Mar. 31, 2023 | $ 4,835 | (201,605) | 101,289,906 | (101,025,068) | 68,068 | ||
Balance (in Shares) at Mar. 31, 2023 | 4,832,714 | ||||||
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 | ||||||
Net loss | (11,666,724) | ||||||
Balance at Jun. 30, 2023 | $ 6,764 | (201,605) | 103,032,672 | (106,707,086) | (3,869,255) | ||
Balance (in Shares) at Jun. 30, 2023 | 6,761,733 | ||||||
Balance at Mar. 31, 2023 | $ 4,835 | (201,605) | 101,289,906 | (101,025,068) | 68,068 | ||
Balance (in Shares) at Mar. 31, 2023 | 4,832,714 | ||||||
Stock option and warrant compensation | 59,964 | 59,964 | |||||
Warrants issued for cash, net of issuance costs | 1,581,467 | 1,581,467 | |||||
Exercise of warrants | $ 1,927 | (1,927) | |||||
Exercise of warrants (in Shares) | 1,927,350 | ||||||
Restricted stock unit compensation | 103,264 | 103,264 | |||||
Issuance of shares for vested restricted stock units | $ 2 | (2) | |||||
Issuance of shares for vested restricted stock units (in Shares) | 1,669 | ||||||
Net loss | (5,682,018) | (5,682,018) | |||||
Balance at Jun. 30, 2023 | $ 6,764 | $ (201,605) | $ 103,032,672 | $ (106,707,086) | $ (3,869,255) | ||
Balance (in Shares) at Jun. 30, 2023 | 6,761,733 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (11,666,724) | $ (11,909,147) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Stock-based compensation | 502,679 | 1,885,563 |
Depreciation expense | 219,800 | 196,704 |
Amortization of intangible assets | 53,500 | 53,500 |
Amortization of debt discount | 176,286 | 2,946 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 148,795 | (320,749) |
Prepaid expenses | (157,085) | (130,316) |
Deposits | 68,101 | (31,587) |
Inventory | (68,400) | (838,198) |
Accounts payable and accrued expenses | 3,489,429 | 3,237,681 |
Net cash used in operating activities | (7,233,619) | (7,853,603) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of fixed assets | (5,051) | (274,073) |
Tenant improvement allowance receivable | (215,173) | |
Notes receivable and accrued interest | (19,836) | |
Net cash used in investing activities | (5,051) | (509,082) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from notes - related party | 687,523 | |
Proceeds from notes, net of offering costs | 3,433,410 | 550,000 |
Discount on note payable from offering costs | (16,500) | |
Repayments of note payable - related party | (387,523) | |
Repayments of note payable | (993,750) | (70,598) |
Warrants issued for cash, net of issuance costs | 1,581,467 | |
Common stock issued for cash, net of issuance costs | 507,016 | |
Exercise of warrants, modification of warrants, and issuance of warrants | 1,203,769 | |
Payments on financing on fixed asset | (262,160) | (372,076) |
Net cash provided by financing activities | 4,565,983 | 1,294,595 |
NET DECREASE IN CASH | (2,672,687) | (7,068,090) |
CASH AT BEGINNING OF YEAR | 2,768,640 | 7,872,061 |
CASH AT END OF PERIOD | 95,953 | 803,971 |
Supplemental cash flow information: | ||
Cash paid for income taxes | ||
Cash paid for interest expense | $ 1,524,544 | $ 70,831 |
Organization and Nature of Busi
Organization and Nature of Business | 6 Months Ended |
Jun. 30, 2023 | |
Organization and Nature of Business [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. 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 April 13, 2023, the Company formed Adivir, Inc., a Delaware wholly owned subsidiary. 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 of the Company. 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 10) 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. On April 20, 2023, the Company entered into a securities purchase agreement (the “April Purchase Agreement”) with an institutional investor, pursuant to which the Company agreed to sell to such investor pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 1,585,350 shares of common stock of the Company (the “Common Stock”) at a purchase price of $1.219 per Pre-Funded Warrant. The Pre-Funded Warrants (and shares of common stock underlying the Pre-Funded Warrants) were offered by the Company pursuant to its shelf registration statement on Form S-3 (File No. 333-257645), which was declared effective by the Securities and Exchange Commission on July 13, 2021. Concurrently with the sale of the Pre-Funded Warrants, pursuant to the Purchase Agreement in a concurrent private placement, for each Pre-Funded Warrant purchased by the investor, such investor received from the Company an unregistered warrant (the “Warrant”) to purchase two shares of Common Stock. The warrants have an exercise price of $0.86 per share, and are exercisable for a three year period. In addition, the Company issued a warrant to the placement agent to purchase up to 95,121 shares of common stock at an exercise price of $1.525 per share. The closing of the sales of these securities under the Purchase Agreement took place on April 24, 2023. The gross proceeds from the offering were approximately $1.9 million, prior to deducting placement agent’s fees and other offering expenses payable by the Company. The Company intends to use the net proceeds from the offering for working capital and other general corporate purposes. 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 | 6 Months Ended |
Jun. 30, 2023 | |
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 six months ended June 30, 2023, the Company had a net loss of $11,666,724 and negative cash flow from operating activities of $7,233,619. As of June 30, 2023, the Company’s cash balance was $95,953. As of June 30, 2023, the Company had zero availability to sell under its shelf registration statement on Form S-3. Upon the filing of the Company’s annual report on Form 10-K on April 17, 2023, the Company’s aggregate market value of the voting and non-voting equity held by non-affiliates was below $75.0 million. As a result, the maximum amount that the Company can sell under its shelf registration statement on Form S-3 during any 12 month period is equal to one-third of the aggregate market value of the voting and non-voting equity held by non-affiliates of the Company. On May 23, 2023, we received written notice from Nasdaq that, based upon the stockholders equity reported by the Company in its Form 10-Q for the period ended March 31, 2023, and as of March 31, 2023, the Company was no longer in compliance with Nasdaq Listing Rule 5550(b)(1), which requires a company to maintain a minimum of $2,500,000 in stockholders’ equity, a market value of listed securities of at least $35 million, or net income from continuing operations of $500,000 in the most recently completed fiscal year or in two of the three most recently completed fiscal years (the “Continued Listing Requirements”). The May notification letter further provided that the Company has 45 calendar days, or until July 7, 2023, to submit a plan to regain compliance and if the plan is accepted by Nasdaq, an extension of up to 180 calendar days, or until November 19, 2023 to evidence compliance. On June 22, 2023, we received a letter from Nasdaq notifying the Company that it has failed to maintain compliance with the minimum bid price rule in Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Rule”) as the closing price of Company’s common stock has remained below $1.00 for over 30 consecutive trading days. On June 29, 2023, we submitted an appeal to Nasdaq, which stays the delisting and suspension of our securities pending the decision of the Nasdaq Hearings Panel (the “Panel”). At the hearing, which will be held on August 31, 2023, we intend to present its views and its plans to regain compliance with the Equity and Minimum Bid Price Rules to the Panel. There can be no assurance that we will be able to evidence compliance with the Minimum Bid Price Rule prior to the hearing. It is our understanding that the Panel typically issues its decision within 30 days after the hearing. If we are delisted from Nasdaq, but obtain a substitute listing for our common stock, it will likely be on a market with less liquidity, and therefore experience potentially more price volatility than experienced on Nasdaq. Stockholders may not be able to sell their shares of common stock on any such substitute market in the quantities, at the times, or at the prices that could potentially be available on a more liquid trading market. As a result of these factors, if our common stock is delisted from Nasdaq, the value and liquidity of our common stock, warrants and pre-funded warrants would likely be significantly adversely affected. A delisting of our common stock from Nasdaq could also adversely affect our ability to obtain financing for our operations and/or result in a loss of confidence by investors, employees and/or business partners. In addition, factors such as stock price, volatility, trading volume, market conditions, demand and regulatory requirements may adversely affect the Company’s ability to raise capital in an efficient manner. Because of these factors, the Company believes that this creates substantial doubt with the Company’s ability to continue as a going concern. In addition to the shelf registration, the Company has the ability to raise capital from equity or debt through private placements or public offerings pursuant to a registration statement on Form S-1. We may also secure loans from related parties. 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 | 6 Months Ended |
Jun. 30, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (“SEC”). In the opinion of the Company’s management, the accompanying condensed consolidated financial statements reflect all adjustments, consisting of normal, recurring adjustments, considered necessary for a fair presentation of the results for the interim periods ended June 30, 2023 and June 30, 2022. Although management believes that the disclosures in these unaudited condensed consolidated financial statements are adequate to make the information presented not misleading, certain information and footnote disclosures normally included in condensed consolidated financial statements that have been prepared in accordance U.S. GAAP have been omitted pursuant to the rules and regulations of the SEC. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s financial statements and notes related thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on April 17, 2023. The interim results for the six months ended June 30, 2023 are not necessarily indicative of the results to be expected for the year ended December 31, 2023 or for any future interim periods. Principles of Consolidation The unaudited consolidated financial statements include the accounts of Aditxt, Inc., and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in the condensed consolidated financial statements. 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 June 30, 2023 and December 31, 2022, there was an allowance for doubtful accounts of zero and $18,634, 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 six months ended June 30, 2023 and 2022, the Company incurred patent licensing fees for the patents of $74,525 and $248,813, 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 six months ended June 30, 2023 and 2022, the Company incurred research and development costs of $1,872,376 and $2,616,302, 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 June 30, 2023, 44,712 stock options, 2,603 unvested restricted stock units, and 7,903,748 warrants were excluded from dilutive earnings per share as their effects were anti-dilutive. As of June 30, 2022, 2,235,466 stock options, 865,900 unvested restricted stock units, and 45,963,691 warrants were excluded from dilutive earnings per share as their effects were anti-dilutive. Recent Accounting Pronouncements The FASB issues ASUs to amend the authoritative literature in ASC. There have been several ASUs to date, including those above, that amend the original text of ASC. Management believes that those issued to date either (i) provide supplemental guidance, (ii) are technical corrections, (iii) are not applicable to us or (iv) are not expected to have a significant impact on our financial statements. |
Fixed Assets
Fixed Assets | 6 Months Ended |
Jun. 30, 2023 | |
Fixed Assets [Abstract] | |
FIXED ASSETS | NOTE 4 – FIXED ASSETS The Company’s fixed assets include the following on June 30, 2023: Cost Basis Accumulated Net Computers $ 378,480 $ (260,931 ) $ 117,549 Lab Equipment 2,575,720 (719,859 ) 1,855,861 Office Furniture 56,656 (11,033 ) 45,623 Other Fixed Assets 8,605 (1,654 ) 6,951 Leasehold Improvements 120,440 (42,310 ) 78,130 Total Fixed Assets $ 3,139,901 $ (1,035,787 ) $ 2,104,114 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 Depreciation expense was $109,904 and $99,852, for the three months ended June 30, 2023 and 2022, respectively. Depreciation expense was $219,800 and $196,704, for the six months ended June 30, 2023 and 2022, respectively. None of the Company’s fixed assets serve as collateral against any loans as of June 30, 2023 and December 31, 2022, other than those subject to the financed asset liability. As of June 30, 2023 and December 31, 2022, the fixed assets that serve as collateral subject to the financed asset liability have a carrying value of $1,316,830 and $1,359,091, 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%. As of June 30, 2023, the Company has one payment in arrears. 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%. As of June 30, 2023, the Company has one payment in arrears. 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%. As of June 30, 2023, the Company has four payments in arrears. As of June 30, 2023 all lab equipment financing agreements have matured. |
Intangible Assets
Intangible Assets | 6 Months Ended |
Jun. 30, 2023 | |
Intangible Assets [Abstract] | |
INTANGIBLE ASSETS | NOTE 5 – INTANGIBLE ASSETS The Company’s intangible assets include the following on June 30, 2023: Cost Basis Accumulated Net Proprietary Technology $ 321,000 $ (267,500 ) $ 53,500 Total Intangible Assets $ 321,000 $ (267,500 ) $ 53,500 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 Amortization expense was $26,750 and $26,750 for the three months ended June 30, 2023 and 2022, respectively. Amortization expense was $53,500 and $53,500 for the six months ended June 30, 2023 and 2022, respectively. None of the Company’s intangible assets serve as collateral against any loans as of June 30, 2023 and December 31, 2022. The Company’s proprietary technology is being amortized over its estimated useful life of three years. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 6 – RELATED PARTY TRANSACTIONS On April 21, 2023, Amro Albanna, the Chief Executive Officer of the Company, and Shahrokh Shabahang, the Chief Innovation Officer of the Company, loaned $87,523 and $100,000, respectively, to the Company. The loans were evidenced by an unsecured promissory note (the “Note”). Pursuant to the terms each Note, it will accrue interest at the Prime rate of eight percent (8.00%) per annum and is due on the earlier of October 21, 2023, or an event of default, as defined therein. As of June 30, 2023, the note was fully paid off. On May 25, 2023, Amro Albanna, the Chief Executive Officer of the Company, loaned $200,000 to the Company. The loan was evidenced by an unsecured promissory note (the “Note”). Pursuant to the terms of the Note, it will accrue interest at a rate of eight and one-quarter percent (8.25%) per annum, the Prime rate on the date of signing, and is due on the earlier of November 25, 2023 or an event of default, as defined therein. As of June 30, 2023, the note was fully paid off. On June 12, 2023, Amro Albanna, the Chief Executive Officer of the Company, and Shahrokh Shabahang, the Chief Innovation Officer of the Company, loaned $200,000 and $100,000, respectively, to the Company. The loans were evidenced by an unsecured promissory note (the “Note”). Pursuant to the terms of the Note, it will accrue interest at the Prime rate of eight and one-quarter percent (8.25%) per annum and is due on the earlier of December 12, 2023, or an event of default, as defined therein. As of June 30, 2023, the principal balance of the Notes are $300,000 and accrued interest of $1,221. |
Notes Payable
Notes Payable | 6 Months Ended |
Jun. 30, 2023 | |
Notes Payable [Abstract] | |
NOTES PAYABLE | NOTE 7 – NOTES PAYABLE 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 Future Receipts 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 May 30, 2023, the Company entered into the May Loan (as defined below) for gross proceeds to the Company of $2,000,000, less origination fees of $100,000 and less the full outstanding balance under the Future Receipts Agreement of $1,157,143, resulting in net proceeds to the Company of $742,857. 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; (i) any and all amounts owed to the Company now or in the future from any merchant processor processing charges made by customers of the Company via credit card or debit card transactions, and (ii) all other tangible and intangible property. 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 24, 2023 the Company entered into the Loan Agreement (as defined below) for gross proceeds of $1,000,000, less the full outstanding balance under the April Loan Agreement of $139,500, resulting net proceeds to the Company of $860,500. On April 24, 2023, the Company entered into a Business Loan and Security Agreement (the “ Loan Agreement Lender Loan Repayment Amount On May 30, 2023, the Company entered into a Business Loan and Security Agreement (the “May Loan Agreement Lender Loan |
Leases
Leases | 6 Months Ended |
Jun. 30, 2023 | |
Leases [Abstract] | |
LEASES | NOTE 8 – 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 June 30, 2023 and December 31, 2022 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. As of June 30, 2023, the Company is in arrears on certain lease payments in the aggregate amount of approximately $281,000. Lease Costs Six Months Six Months Components of total lease costs: Operating lease expense $ 596,560 $ 653,408 Total lease costs $ 596,560 $ 653,408 Lease Positions as of June 30, 2023 and December 31, 2022 ROU lease assets and lease liabilities for our operating leases are recorded on the balance sheet as follows: June 30, December 31, Assets Right of use asset – long term $ 2,701,338 $ 3,160,457 Total right of use asset $ 2,701,338 $ 3,160,457 Liabilities Operating lease liabilities – short term $ 1,102,779 $ 1,086,658 Operating lease liabilities – long term 1,419,257 1,885,218 Total lease liability $ 2,522,036 $ 2,971,876 Lease Terms and Discount Rate as of June 30, 2023 Weighted average remaining lease term (in years) – operating leases 2.29 Weighted average discount rate – operating leases 8.00 % Maturities of leases are as follows: Six Months Ended June 30, 2023 2023 (remaining) $ 570,629 2024 1,004,982 2025 710,546 2026 423,930 Total lease payments $ 2,710,087 Less imputed interest (188,051 ) Less current portion (1,102,779 ) Total maturities, due beyond one year $ 1,419,257 |
Commitments & Contingencies
Commitments & Contingencies | 6 Months Ended |
Jun. 30, 2023 | |
Commitments & Contingencies [Abstract] | |
COMMITMENTS & CONTINGENCIES | NOTE 9 – COMMITMENTS & CONTINGENCIES License Agreement with Loma Linda University On March 8, 2018, we entered into an Assignment Agreement (the “Assignment Agreement”) with Sekris Biomedical, Inc. (“Sekris”). Sekris was a party to a License Agreement with Loma Linda University (“LLU”), entered into and made effective on May 25, 2011, and amended on June 24, 2011, July 16, 2012 and December 27, 2012 (the “Original Agreement,” and together with the Assignment Agreement, the “Sekris Agreements”). Pursuant to the Assignment Agreement, Sekris transferred and assigned all of its rights and obligations in and to liabilities under the Original Agreement, of whatever kind or nature, to us. In exchange, on March 8, 2018, we issued a warrant to Sekris to purchase up to 10,000 shares of our common stock (the “Sekris Warrant”). The warrant was immediately exercisable and had an exercise price of $200.00 per share. The expiration date of the warrant was March 8, 2023. On March 15, 2018, as amended on July 1, 2020, we entered into a LLU License Agreement directly with Loma Linda University, which amends and restates the Sekris Agreements. 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: $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. 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 due at the end of December 2018, and a final payment of $60,000 due 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 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 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) submission of an IND/clinical trial application to initiate first-in-human clinical trials on or before March 31, 2022, which was extended to March 31, 2023 due to the payment of a $100,000 extension fee paid in March 2022. The Company plans to exercise its right to request the option to extend this milestone as it continues its ongoing clinical trial programs planned by its subsidiary, Adimune, (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. 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 with regard to a patent concerning a method for detection and measurement of specific cellular responses. Pursuant to the February 2020 License Agreement, other than as described below, we received an exclusive worldwide license to Stanford’s patent with regard to 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. 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), (v) 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) will provide further development and commercialization milestones for specific fields of use in writing by December 31, 2022 (which has been completed). 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. Asset Purchase Agreement On April 18, 2023, the Company entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Cellvera Global Holdings LLC (“Cellvera Global”), Cellvera Holdings Ltd. (“BVI Holdco”), Cellvera, Ltd. (“Cellvera Ltd.”), Cellvera Development LLC (“Cellvera Development” and together with Cellvera Global, BVI Holdco, Cellvera Ltd. and Cellvera Development (the “Sellers”), AiPharma Group Ltd. (“Seller Owner” and collectively with the Sellers, “Cellvera”), and the legal representative of Cellvera, pursuant to which, the Company will purchase Cellvera’s 50% ownership interest in G Response Aid FZE (“GRA”), certain other intellectual property and all goodwill related thereto (the “Acquired Assets”). Unless expressly stated otherwise herein, capitalized terms used but not defined herein have the meanings ascribed to them in the Asset Purchase Agreement. Pursuant to the Asset Purchase Agreement, the consideration for the Acquired Assets consists of (A) $24.5 million, comprised of: (i) the forgiveness of the Company’s $14.5 million loan to Cellvera Global, and (ii) approximately $10 million in cash, and (B) future revenue sharing payments for a term of seven years. GRA holds an exclusive, worldwide license for the antiviral medication, Avigan® 200mg, excluding Japan, China and Russia. The other 50% interest in GRA is held by Agility, Inc. (“Agility”). Additionally, upon the closing, the Share Exchange Agreement previously entered into as of December 28, 2021, between Cellvera Global Holdings, LLC f/k/a AiPharma Global Holdings, LLC (together with other affiliates and subsidiaries) and the Company, and all other related agreements will be terminated. The obligations of the Company to consummate the closing are subject to the satisfaction or waiver, at or prior to the Closing of certain conditions, including but not limited to, the following: (i) Satisfactory completion of due diligence; (ii) Completion by the Company of financing sufficient to consummate the transactions contemplated by the Asset Purchase Agreement; (iii) Receipt by the Company of all required Consents from Governmental Bodies for the Acquisition, including but not limited to, any consents required to complete the transfer and assignment of Cellvera’s membership interests in GRA; (iv) Receipt of executed payoff letters reflecting the amount required to be fully pay all of each of Seller’s and Seller Owner’s Debt to be paid at Closing; (v) Receipt by the Company of a release from Agility; (iv) Execution of an agreement acceptable to the Company with respect to the acquisition by the Company of certain intellectual property presently held by a third party; (v) Execution of an amendment to an asset purchase agreement previously entered into by Cellvera with a third party that effectively grants the Company the rights to acquire the intellectual property from the third party under such agreement; (vi) Receipt of a fairness opinion by the Company with respect to the transactions contemplated by the Asset Purchase Agreement; and (vii) Receipt by the Company from the Seller Owner of written consent, whether through its official liquidator or the Board of Directors of Seller Owner, to the sale and purchase of the Acquired Assets and Assumed Liabilities pursuant to the Assert Purchase Agreement. Off Balance Sheet Arrangements From time to time the Company enters short term research and development contracts. These contracts have payment provisions which require payment once regulatory and completion milestones are met. As of June 30, 2023, the Company has approximately $1.8 million outstanding, subject to these milestones. |
Stockholders_ Equity (Deficit)
Stockholders’ Equity (Deficit) | 6 Months Ended |
Jun. 30, 2023 | |
Stockholders’ Equity (Deficit) [Abstract] | |
STOCKHOLDERS’ EQUITY (DEFICIT) | NOTE 10 – STOCKHOLDERS’ EQUITY (DEFICIT) 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 six months ended June 30, 2023, the Company issued 187,000 shares of common stock and recognized expense of $168,300 in stock-based compensation for consulting services. 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. During the six months ended June 30, 2023, 3,400 Restricted Stock Units vested which resulted in the issuance of shares. The Company recognized expense of $214,451 in stock-based compensation related to the RSU’s for the six months ended June 30, 2023. 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. During the six months ended June 30, 2023, the Company issued 1,927,350 shares of common stock for the exercise of prefunded warrants. During the six months ended June 30, 2022, the Company issued 30,865 shares of common stock and recognized expense of $253,719 in stock-based compensation for consulting services. The Company also granted 11,644 Restricted Stock Units, 8,508 Restricted Stock Units vested and resulted in the issuance of shares. As a result, the Company recognized expense of $687,375 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. 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. For the six months ended June 30, 2023, 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 $507,016 after paying commissions and related fees. On April 20, 2023, the Company entered into an amendment to the ATM, pursuant to which the Company and the Agent agreed to reduce the aggregate gross sales price of the Shares under the ATM from $50,000,000 to zero. Preferred Stock The Company is authorized to issue 3,000,000 shares of preferred stock, par value $0.001 per share. There were no 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 three and six months ended June 30, 2023 and 2022, the Company granted no new options. The following is an analysis of the stock option grant activity under the Plan: Vested and Nonvested Stock Options Number Weighted Weighted Outstanding December 31, 2022 44,710 $ 170.00 5.74 Granted - - - Exercised - - - Expired or forfeited - - - Outstanding June 30, 2023 44,710 $ 170.00 5.25 Nonvested Stock Options Number Weighted- Nonvested on December 31, 2022 2,025 $ 96.00 Granted - - Vested (1,350 ) 96.00 Forfeited - - Nonvested on June 30, 2023 675 $ 96.00 As of June 30, 2023 there were 44,037 exercisable options, these options had a weighted average exercise price $171.13. The Company recognized stock-based compensation expense related to options granted and vesting expense of $119,928 during the six months ended June 30, 2023, of which $48,858 is included in general and administrative expenses and $71,070 is included in research and development expenses in the accompanying statements of operations. The remaining value to be expensed is $59,964 with a weighted average vesting term of 0.25 years as of June 30, 2023. The Company recognized stock-based compensation expense related to options granted and vesting expense of $387,246 during the six months ended June 30, 2022, of which $267,318 is included in general and administrative expenses and $119,928 is included in research and development expenses in the accompanying statements of operations. The Company recognizes option forfeitures as they occur as there is insufficient historical data to accurately determine future forfeitures rates. Warrants For the three and six months ended June 30, 2023 and 2022 there were no new warrants granted that required a Black Scholes valuation, therefore no fair value was assigned. 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, 2022 5,090,024 $ 12.83 4.54 Granted 4,851,171 0.59 2.59 Exercised (1,927,350 ) 0.001 - Expired or forfeited (14,976 ) 205.05 - Outstanding June 30, 2023 7,998,869 $ 8.18 3.61 Nonvested Warrants Number Weighted- Nonvested on December 31, 2022 100,000 $ 7.50 Granted 4,851,171 0.59 Vested (4,951,171 ) 0.73 Forfeited - - Nonvested on June 30, 2023 - $ - The Company recognized stock-based compensation expense related to warrants granted and vesting expense of zero and $557,223 during the six months ended June 30, 2023 and 2022, respectively, which is included in general and administrative in the accompanying Statements of Operations. The remaining value to be expensed is zero as of June 30, 2023. The weighted average vesting term is zero On April 20, 2023, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with an institutional investor, pursuant to which the Company agreed to sell to such investor pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 1,585,350 shares of common stock of the Company (the “Common Stock”) at a purchase price of $1.219 per Pre-Funded Warrant, resulting in proceeds of approximately $1.6 million after deducting approximately $291,000 in commissions and closing fees. Concurrently with the sale of the Pre-Funded Warrants, pursuant to the Purchase Agreement in a concurrent private placement, for each Pre-Funded Warrant purchased by the investor, such investor received from the Company an unregistered warrant (the “Warrant”) to purchase two shares of Common Stock. The warrants have an exercise price of $0.86 per share, and are exercisable for a three year period. In addition, the Company issued a warrant to the placement agent to purchase up to 95,121 shares of common stock at an exercise price of $1.525 per share. Restricted Stock Units A summary of Restricted Stock Units (“RSUs”) issuances are as follows: Nonvested RSUs Number Weighted Nonvested December 31, 2022 7,197 $ 46.72 Granted - - Vested (3,400 ) 56.81 Forfeited (1,199 ) 22.87 Nonvested June 30, 2023 2,598 $ 44.61 The Company recognized stock-based compensation expense related to RSUs granted and vesting expense of $214,451 and $687,375 during the six months ended June 30, 2023 and June 30, 2022, respectively, of which, $164,313 is included in general and administrative, $45,103 is included in research and development, and $5,035 is included in sales and marketing in the accompanying Statements of Operations. The remaining value to be expensed is $92,627 with a weighted average vesting term of 0.15 years as of June 30, 2023. During the six months ended June 30, 2023, the Company granted a total of zero RSUs. During the six months ended June 30, 2023, 3,400 RSUs vested and the Company issued 3,400 shares of common stock for the 3,400 vested RSUs. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2023 | |
Income Taxes [Abstract] | |
INCOME TAXES | NOTE 11 – INCOME TAXES The Company has incurred losses since inception. During the six months ended June 30, 2023, the Company did not provide any provision for income taxes as the Company incurred losses during such period. The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, “Accounting for Income Taxes”. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities and for operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. In assessing the need for a valuation allowance, the Company has considered both positive and negative evidence related to the likelihood of realization of deferred tax assets using a “more likely than not” standard. In making such assessment, more weight was given to evidence that could be objectively verified, including recent cumulative losses. Based on the Company’s review of this evidence, the Company has recorded a full valuation allowance for its net deferred tax assets as of June 30, 2023. As of June 30, 2023, the Company did not have any amounts recorded pertaining to uncertain tax positions. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 12 – SUBSEQUENT EVENTS Securities Purchase Agreement On July 3, 2023, the Company entered into a Securities Purchase Agreement (the “First Tranche Securities Purchase Agreement”) with an accredited investor pursuant to which the Company issued and sold a secured promissory note in the principal amount of $375,000 (the “First Tranche Note”) resulting in gross proceeds to the Company of $250,000. In connection with the issuance of the First Tranche Note, the Company issued 156,250 shares of its common stock (the “First Tranche Commitment Shares”) as a commitment fee to the investor. Pursuant to the First Tranche Securities Purchase Agreement, the Company is obligated to obtain approval of its shareholders (“First Tranche Shareholder Approval”) with respect to the issuance of any securities in connection with the First Tranche Securities Purchase Agreement and the First Tranche Note in excess of 19.99% of the Company’s issued and outstanding shares on the closing date, which is equal to 1,351,670 shares of the Company’s common stock. The Note has a maturity date of December 31, 2023 and is convertible following First Tranche Shareholder Approval and the occurrence of an Event of Default (as defined in the July Note) at a conversion price of $0.45 per share. In connection with the First Tranche Securities Purchase Agreement and the issuance of the First Tranche Note, the Company and certain of its subsidiaries also entered into a Security Agreement with the investor (the “First Tranche Security Agreement”) pursuant to which it granted the investor a security interest in certain Collateral (as defined in the First Tranche Security Agreement) to secure its obligations under the First Tranche Note. In addition, the Company entered into a registration rights agreement with the investor pursuant to which the Company agreed to prepare and file with the U.S. Securities and Exchange Commission a registration statement covering the resale of the First Tranche Commitment Shares and any shares of the Company’s common stock issuable upon conversion of the First Tranche Note within 120 days of the closing date and to have such registration statement declared effective within 150 days of the closing date. On July 24, 2023,the Company entered into a Securities Purchase Agreement (the “Second Tranche Securities Purchase Agreement”) with an accredited investor pursuant to which the Company issued and sold a secured promissory note in the principal amount of $2,625,000 (the “Second Tranche Note In connection with the Second Tranche Securities Purchase Agreement and the issuance of the Second Tranche Note, the Company and certain of its subsidiaries also entered into a Security Agreement with the investor (the “Second Tranche Security Agreement”) pursuant to which it granted the investor a security interest in certain Collateral (as defined in the Second Tranche Security Agreement) to secure its obligations under the Second Tranche Note. In addition, the Company entered into a registration rights agreement with the investor pursuant to which the Company agreed to prepare and file with the U.S. Securities and Exchange Commission a registration statement covering the resale of the Second Tranche Commitment Shares and any shares of the Company’s common stock issuable upon conversion of the Second Tranche Note within 90 days of the closing date and to have such registration statement declared effective within 120 days of the closing date. Business Loan and Security Agreement Also on July 3, 2023, the Company entered into a Business Loan and Security Agreement (the “July Loan Agreement”) with a commercial funding source (the “July Lender’’), pursuant to which the Company obtained a loan from the Lender in the principal amount of $215,000, which includes origination fees of $10,750 (the “July Loan”). Pursuant to the July Loan Agreement, the Company granted the July Lender a continuing secondary security interest in certain collateral (as defined in the July Loan Agreement). The total amount of interest and fees payable by the Company to the Lender under the Loan (the “Repayment Amount”) will be (i) $322,285 and will be repaid in 13 weekly installments of $24,500 with a final payment of $3,785 in the fourteenth week. Series C Preferred Stock On July 11, 2023, 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 Amended and 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 $1,000 in cash. On July 11, 2023, the Company entered into a Subscription and Investment Representation Agreement (the “Subscription Agreement”) with Amro Albanna, its Chief Executive Officer, who is an accredited investor (the “Purchaser”), pursuant to which the Company agreed to issue and sell one (1) share of the Company’s Series C Preferred Stock, par value $0.001 per share (the “Preferred Stock”), to the Purchaser for $1,000 in cash. The sale closed on July 11, 2023. The Subscription Agreement contains customary representations and warranties and certain indemnification rights and obligations of the parties. Departure of Officer On July 21, 2023, Matthew Shatzkes tendered his resignation as Chief Legal Officer, General Counsel and Corporate Secretary of the Company. In connection with his resignation, the Company entered into a Separation Agreement and General Release (the “Separation Agreement”). Pursuant to the Separation Agreement, Mr. Shatzkes employment with the Company terminated on August 4, 2023 (the “Termination Date”). In addition, the Company agreed to pay Mr. Shatzkes within seven days after the Termination Date: (i) $122,292, representing all accrued salary and wages (inclusive of Base Compensation and earned Subsequent Quarterly Bonus amounts, as those terms are defined in Mr. Shatzkes employment agreement), and (ii) $32,576, representing Mr. Shatzkes accrued, but unused paid time off (collectively, the “Initial Payment”). The Company also agreed to pay Mr. Shatzkes: (i) $385,000, representing 12 months of Mr. Shatzkes Base Compensation (as that term is defined in Mr. Shatzkes employment agreement), and (ii) $290,000, representing Mr. Shatzkes Subsequent Year Minimum Bonus (as such term is defined in Mr. Shatzkes employment agreement), on the 60th day following the Termination Date. In addition, the Company shall reimburse Mr. Shatzkes COBRA premium for a period of 12 months and shall cause any restricted stock units granted to Mr. Shatzkes to immediately vest as of the Termination Date. On August 11, 2023 the Company paid $50,000 of the Initial Payment and is currently in negotiations with Mr. Shatzkes to determine timing of the payment of the remaining balance of the Initial Payment. Letter of Intent Termination On August 1, 2023, the Company and Natural State Genomics and Natural State Laboratories mutually agreed to terminate the Amended and Restated Non-Binding Letter of Intent dated June 12, 2023. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (“SEC”). In the opinion of the Company’s management, the accompanying condensed consolidated financial statements reflect all adjustments, consisting of normal, recurring adjustments, considered necessary for a fair presentation of the results for the interim periods ended June 30, 2023 and June 30, 2022. Although management believes that the disclosures in these unaudited condensed consolidated financial statements are adequate to make the information presented not misleading, certain information and footnote disclosures normally included in condensed consolidated financial statements that have been prepared in accordance U.S. GAAP have been omitted pursuant to the rules and regulations of the SEC. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s financial statements and notes related thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on April 17, 2023. The interim results for the six months ended June 30, 2023 are not necessarily indicative of the results to be expected for the year ended December 31, 2023 or for any future interim periods. |
Principles of consolidation | Principles of Consolidation The unaudited consolidated financial statements include the accounts of Aditxt, Inc., and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in the condensed consolidated financial statements. |
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 June 30, 2023 and December 31, 2022, there was an allowance for doubtful accounts of zero and $18,634, 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 six months ended June 30, 2023 and 2022, the Company incurred patent licensing fees for the patents of $74,525 and $248,813, 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 six months ended June 30, 2023 and 2022, the Company incurred research and development costs of $1,872,376 and $2,616,302, 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 June 30, 2023, 44,712 stock options, 2,603 unvested restricted stock units, and 7,903,748 warrants were excluded from dilutive earnings per share as their effects were anti-dilutive. As of June 30, 2022, 2,235,466 stock options, 865,900 unvested restricted stock units, and 45,963,691 warrants were excluded from dilutive earnings per share as their effects were anti-dilutive. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The FASB issues ASUs to amend the authoritative literature in ASC. There have been several ASUs to date, including those above, that amend the original text of ASC. Management believes that those issued to date either (i) provide supplemental guidance, (ii) are technical corrections, (iii) are not applicable to us or (iv) are not expected to have a significant impact on our financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
Schedule of Useful Lives Assigned to Fixed 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 |
Fixed Assets (Tables)
Fixed Assets (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Fixed Assets [Abstract] | |
Schedule of Fixed Assets | The Company’s fixed assets include the following on June 30, 2023: Cost Basis Accumulated Net Computers $ 378,480 $ (260,931 ) $ 117,549 Lab Equipment 2,575,720 (719,859 ) 1,855,861 Office Furniture 56,656 (11,033 ) 45,623 Other Fixed Assets 8,605 (1,654 ) 6,951 Leasehold Improvements 120,440 (42,310 ) 78,130 Total Fixed Assets $ 3,139,901 $ (1,035,787 ) $ 2,104,114 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 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Intangible Assets [Abstract] | |
Schedule of Intangible Assets | The Company’s intangible assets include the following on June 30, 2023: Cost Basis Accumulated Net Proprietary Technology $ 321,000 $ (267,500 ) $ 53,500 Total Intangible Assets $ 321,000 $ (267,500 ) $ 53,500 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 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Leases [Abstract] | |
Schedule of Lease Costs | Lease Costs Six Months Six Months Components of total lease costs: Operating lease expense $ 596,560 $ 653,408 Total lease costs $ 596,560 $ 653,408 |
Schedule of ROU Lease Assets and Lease Liabilities for Our Operating Leases | ROU lease assets and lease liabilities for our operating leases are recorded on the balance sheet as follows: June 30, December 31, Assets Right of use asset – long term $ 2,701,338 $ 3,160,457 Total right of use asset $ 2,701,338 $ 3,160,457 Liabilities Operating lease liabilities – short term $ 1,102,779 $ 1,086,658 Operating lease liabilities – long term 1,419,257 1,885,218 Total lease liability $ 2,522,036 $ 2,971,876 |
Schedule of Lease Terms and Discount Rate | Lease Terms and Discount Rate as of June 30, 2023 Weighted average remaining lease term (in years) – operating leases 2.29 Weighted average discount rate – operating leases 8.00 % |
Schedule of Maturities of Leases | Maturities of leases are as follows: 2023 (remaining) $ 570,629 2024 1,004,982 2025 710,546 2026 423,930 Total lease payments $ 2,710,087 Less imputed interest (188,051 ) Less current portion (1,102,779 ) Total maturities, due beyond one year $ 1,419,257 |
Stockholders_ Equity (Deficit)
Stockholders’ Equity (Deficit) (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Stockholders’ Equity (Deficit) [Abstract] | |
Schedule of Analysis of the Stock Option Grant Activity under the Plan | 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, 2022 44,710 $ 170.00 5.74 Granted - - - Exercised - - - Expired or forfeited - - - Outstanding June 30, 2023 44,710 $ 170.00 5.25 A summary of warrant issuances are as follows: Vested and Nonvested Warrants Number Weighted Weighted Outstanding December 31, 2022 5,090,024 $ 12.83 4.54 Granted 4,851,171 0.59 2.59 Exercised (1,927,350 ) 0.001 - Expired or forfeited (14,976 ) 205.05 - Outstanding June 30, 2023 7,998,869 $ 8.18 3.61 A summary of Restricted Stock Units (“RSUs”) issuances are as follows: Nonvested RSUs Number Weighted Nonvested December 31, 2022 7,197 $ 46.72 Granted - - Vested (3,400 ) 56.81 Forfeited (1,199 ) 22.87 Nonvested June 30, 2023 2,598 $ 44.61 |
Schedule of Warranty Issuance | Nonvested Stock Options Number Weighted- Nonvested on December 31, 2022 2,025 $ 96.00 Granted - - Vested (1,350 ) 96.00 Forfeited - - Nonvested on June 30, 2023 675 $ 96.00 Nonvested Warrants Number Weighted- Nonvested on December 31, 2022 100,000 $ 7.50 Granted 4,851,171 0.59 Vested (4,951,171 ) 0.73 Forfeited - - Nonvested on June 30, 2023 - $ - |
Organization and Nature of Bu_2
Organization and Nature of Business (Details) - USD ($) | 1 Months Ended | 6 Months Ended | ||||||||
Dec. 06, 2021 | Apr. 20, 2023 | Sep. 30, 2022 | Sep. 20, 2022 | Oct. 31, 2021 | Oct. 20, 2021 | Aug. 31, 2021 | Jun. 30, 2023 | Dec. 31, 2022 | Oct. 18, 2021 | |
Organization and Nature of Business (Details) [Line Items] | ||||||||||
Common stock, shares issued (in Shares) | 164,929 | 95,121 | 91,667 | 6,763,750 | 4,307,487 | 56,667 | ||||
Purchase price per share | $ 120 | |||||||||
Gross proceeds (in Dollars) | $ 4,250,000 | $ 11,000,000 | $ 1,900,000 | |||||||
Purchase of warrants shares issued (in Shares) | 91,667 | |||||||||
Warrant exercise price | $ 57.5 | $ 0.86 | $ 6 | $ 75 | ||||||
Purchase of common stock (in Shares) | 4,584 | |||||||||
Public price per share | $ 75 | |||||||||
Net of underwriting discounts (in Dollars) | $ 3,910,000 | |||||||||
Net proceeds (in Dollars) | $ 16,000,000 | $ 17,200,000 | ||||||||
Prefunded warrants shares (in Shares) | 166,572 | |||||||||
Prefunded warrants exercise price | $ 0.001 | $ 0.001 | ||||||||
Purchase of equity shares (in Shares) | 2,109,000 | |||||||||
Warrants to purchase shares (in Shares) | 3,333,333 | |||||||||
Purchase of common stock shares (in Shares) | 1,585,350 | |||||||||
Warrant purchase price | $ 1.219 | |||||||||
Exercise price per share | $ 1.525 | |||||||||
Warrant [Member] | ||||||||||
Organization and Nature of Business (Details) [Line Items] | ||||||||||
Warrant exercise price | $ 126.5 | |||||||||
Common Stock [Member] | ||||||||||
Organization and Nature of Business (Details) [Line Items] | ||||||||||
Common stock, shares issued (in Shares) | 1,224,333 | |||||||||
Warrant exercise price | $ 150 |
Going Concern Analysis (Details
Going Concern Analysis (Details) - USD ($) | 1 Months Ended | 6 Months Ended | |||
Mar. 31, 2023 | Jun. 30, 2023 | Jun. 22, 2023 | Apr. 18, 2023 | Apr. 17, 2023 | |
Going Concern Analysis (Details) [Line Items] | |||||
Net loss cash flow from operating activities | $ 11,666,724 | ||||
Cash flow from operating activities | 7,233,619 | ||||
Cash balance | $ 95,953 | $ 10,000,000 | |||
Equity held aggregate market value | $ 75,000,000 | ||||
Minimum amount in stockholders’ equity | $ 2,500,000 | ||||
Net income from continuing operations | 500,000 | ||||
Common Stock [Member] | |||||
Going Concern Analysis (Details) [Line Items] | |||||
Price per share (in Dollars per share) | $ 1 | ||||
Management [Member] | |||||
Going Concern Analysis (Details) [Line Items] | |||||
Minimum amount in stockholders’ equity | $ 35,000,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Summary of Significant Accounting Policies [Abstract] | |||
Allowance for doubtful accounts | $ 0 | $ 18,634 | |
Licensing fees | 74,525 | $ 248,813 | |
Research and development costs | $ 1,872,376 | $ 2,616,302 | |
Stock options issued | 44,712 | 2,235,466 | |
Restricted stock units | 2,603 | 865,900 | |
Dilutive earning shares | 7,903,748 | ||
Warrants issued | 45,963,691 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of Useful Lives Assigned to Fixed Assets | 6 Months Ended |
Jun. 30, 2023 | |
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 |
Fixed Assets (Details)
Fixed Assets (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||
Mar. 31, 2021 | Jan. 31, 2021 | Oct. 31, 2020 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Fixed Assets [Abstract] | ||||||||
Depreciation expense | $ 109,904 | $ 99,852 | $ 219,800 | $ 196,704 | ||||
Carrying value | $ 1,316,830 | $ 1,316,830 | $ 1,359,091 | |||||
Lab equipment monthly payment | $ 37,171 | $ 9,733 | $ 19,487 | |||||
Monthly payment Interest rate | 8% | 8% | 8% |
Fixed Assets (Details) - Schedu
Fixed Assets (Details) - Schedule of Fixed Assets - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Cost Basis | $ 3,139,901 | $ 3,134,850 |
Accumulated Depreciation | (1,035,787) | (815,987) |
Net | 2,104,114 | 2,318,863 |
Computers [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost Basis | 378,480 | 376,429 |
Accumulated Depreciation | (260,931) | (197,907) |
Net | 117,549 | 178,522 |
Lab Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost Basis | 2,575,720 | 2,572,720 |
Accumulated Depreciation | (719,859) | (579,015) |
Net | 1,855,861 | 1,993,705 |
Office Furniture [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost Basis | 56,656 | 56,656 |
Accumulated Depreciation | (11,033) | (8,200) |
Net | 45,623 | 48,456 |
Other Fixed Assets [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost Basis | 8,605 | 8,605 |
Accumulated Depreciation | (1,654) | (1,224) |
Net | 6,951 | 7,381 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost Basis | 120,440 | 120,440 |
Accumulated Depreciation | (42,310) | (29,641) |
Net | $ 78,130 | $ 90,799 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Intangible Assets [Abstract] | ||||
Amortization expense | $ 26,750 | $ 26,750 | $ 53,500 | $ 53,500 |
Intangible Assets (Details) - S
Intangible Assets (Details) - Schedule of Intangible Assets - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Cost Basis | $ 321,000 | $ 321,000 |
Accumulated Amortization | (267,500) | (214,000) |
Net | 53,500 | 107,000 |
Proprietary Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost Basis | 321,000 | 321,000 |
Accumulated Amortization | (267,500) | (214,000) |
Net | $ 53,500 | $ 107,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 6 Months Ended | |||
Jun. 12, 2023 | May 25, 2023 | Apr. 21, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | |
Related Party Transactions (Details) [Line Items] | |||||
Accrue interest rate | 8.25% | 8.25% | 8% | ||
Notes payable - related party | $ 300,000 | ||||
Accrued interest | $ 1,221 | ||||
Amro Albanna [Member] | |||||
Related Party Transactions (Details) [Line Items] | |||||
Loaned amount | $ 200,000 | $ 200,000 | $ 87,523 | ||
Shahrokh Shabahang [Member] | |||||
Related Party Transactions (Details) [Line Items] | |||||
Loaned amount | $ 100,000 | $ 100,000 |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | 1 Months Ended | 6 Months Ended | ||||
Apr. 04, 2023 | May 30, 2023 | Apr. 24, 2023 | Feb. 21, 2023 | Jun. 30, 2023 | Sep. 05, 2023 | |
Notes Payable (Details) [Line Items] | ||||||
Gross proceeds | $ 2,000,000 | $ 1,500,000 | ||||
Origination fee | $ 60,000 | 100,000 | $ 60,000 | 75,000 | ||
Repayment amount | 2,880,000 | 1,590,000 | ||||
Future receipts agreement | 1,157,143 | |||||
Net proceeds | 742,857 | 860,500 | ||||
Principal amount | $ 1,060,000 | 2,000,000 | 1,060,000 | $ 1,951,366 | ||
Business Loan and Security Agreement | (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. | |||||
Installments amount | 102,857 | 79,500 | ||||
Unamortized debt discount | 85,714 | |||||
Forecast [Member] | ||||||
Notes Payable (Details) [Line Items] | ||||||
Repayment amount | $ 77,000 | |||||
Future Receipts Agreement[Member] | ||||||
Notes Payable (Details) [Line Items] | ||||||
Aggregate amount | $ 2,160,000 | |||||
Origination fee | $ 100,000 | |||||
April Loan Agreement [Member] | ||||||
Notes Payable (Details) [Line Items] | ||||||
Gross proceeds | 1,000,000 | |||||
Principal amount | $ 139,500 | |||||
Loan Agreement [Member] | ||||||
Notes Payable (Details) [Line Items] | ||||||
Principal amount | 783,294 | |||||
Unamortized debt discount | $ 33,000 |
Leases (Details)
Leases (Details) | 6 Months Ended |
Jun. 30, 2023 USD ($) ft² | |
Leases (Details) [Line Items] | |
Aggregate amount | $ | $ 281,000 |
Virginia [Member] | |
Leases (Details) [Line Items] | |
Net lease | 25,000 |
Lease expires | August 2026 |
California [Member] | |
Leases (Details) [Line Items] | |
Net lease | 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 ($) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Components of total lease costs: | ||
Operating lease expense | $ 596,560 | $ 653,408 |
Total lease costs | $ 596,560 | $ 653,408 |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of ROU Lease Assets and Lease Liabilities for Our Operating Leases - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Assets | ||
Right of use asset – long term | $ 2,701,338 | $ 3,160,457 |
Total right of use asset | 2,701,338 | 3,160,457 |
Liabilities | ||
Operating lease liabilities – short term | 1,102,779 | 1,086,658 |
Operating lease liabilities – long term | 1,419,257 | 1,885,218 |
Total lease liability | $ 2,522,036 | $ 2,971,876 |
Leases (Details) - Schedule o_3
Leases (Details) - Schedule of Lease Terms and Discount Rate | Jun. 30, 2023 |
Schedule of Lease Terms and Discount Rate [Abstract] | |
Weighted average remaining lease term (in years) – operating leases | 2 years 3 months 14 days |
Weighted average discount rate – operating leases | 8% |
Leases (Details) - Schedule o_4
Leases (Details) - Schedule of Maturities of Leases | Jun. 30, 2023 USD ($) |
Schedule of Maturities of Leases [Abstract] | |
2023 (remaining) | $ 570,629 |
2024 | 1,004,982 |
2025 | 710,546 |
2026 | 423,930 |
Total lease payments | 2,710,087 |
Less imputed interest | (188,051) |
Less current portion | (1,102,779) |
Total maturities, due beyond one year | $ 1,419,257 |
Commitments & Contingencies (De
Commitments & Contingencies (Details) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||
Feb. 03, 2020 | Mar. 08, 2018 | Mar. 31, 2027 | Mar. 31, 2026 | Mar. 31, 2024 | Apr. 18, 2023 | Mar. 31, 2022 | Jul. 31, 2020 | Jun. 30, 2020 | Mar. 31, 2019 | Jun. 30, 2023 | Dec. 31, 2018 | |
Commitments & Contingencies (Details) [Line Items] | ||||||||||||
Common stock shares issued (in Shares) | 10,000 | |||||||||||
Expiration date | Mar. 08, 2023 | |||||||||||
Common stock to LLU (in Shares) | 500 | |||||||||||
License fee paid amount | $ 455,000 | |||||||||||
License milestone payment due | $ 175,000 | |||||||||||
Technology rights | $ 70,000 | |||||||||||
Final payment | $ 60,000 | |||||||||||
Net Product percentage | 0.75% | |||||||||||
Expiration period | 3 years | |||||||||||
Extension fee | $ 100,000 | |||||||||||
Fee paid | $ 25,000 | |||||||||||
Common stock to stanford (in Shares) | 375 | |||||||||||
Required to pay | $ 25,000 | |||||||||||
Payment of milestone fees | 50,000 | |||||||||||
Regulatory clearance | $ 25,000 | |||||||||||
Financial revenue | $ 10,000,000 | |||||||||||
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. | |||||||||||
Asset purchase agreement | $ 24,500,000 | |||||||||||
Loan | 14,500,000 | |||||||||||
Cash | $ 10,000,000 | $ 95,953 | ||||||||||
Payments term | 7 years | |||||||||||
Interest rate percentage | 50% | |||||||||||
Outstanding amount | 1,800,000 | |||||||||||
Warrant [Member] | ||||||||||||
Commitments & Contingencies (Details) [Line Items] | ||||||||||||
Exercise price per share (in Dollars per share) | $ 200 | |||||||||||
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% | |||||||||||
GRA [Member] | ||||||||||||
Commitments & Contingencies (Details) [Line Items] | ||||||||||||
Ownership interest percentage | 50% | |||||||||||
Forecast [Member] | ||||||||||||
Commitments & Contingencies (Details) [Line Items] | ||||||||||||
License milestone payment due | $ 500,000 | $ 500,000 | $ 100,000 |
Stockholders_ Equity (Deficit_2
Stockholders’ Equity (Deficit) (Details) - USD ($) | 1 Months Ended | 6 Months Ended | ||||||||||||
Oct. 07, 2022 | Sep. 13, 2022 | Apr. 20, 2023 | Dec. 20, 2022 | Jul. 19, 2022 | Feb. 24, 2021 | Oct. 31, 2017 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Sep. 30, 2022 | Dec. 06, 2021 | Aug. 31, 2021 | May 24, 2021 | |
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||||||||||||||
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||
Common stock, shares authorized (in Shares) | 100,000,000 | 100,000,000 | ||||||||||||
Reverse stock split description | On September 13, 2022, the Company effectuated a 1 for 50 reverse stock split (the “Reverse Split”). | |||||||||||||
Company issued shares (in Shares) | 187,000 | |||||||||||||
Recognized expense | $ 168,300 | |||||||||||||
Restricted stock units vested (in Shares) | 2,603 | 865,900 | ||||||||||||
Options granted and vesting expense | $ 0 | $ 557,223 | ||||||||||||
Issuance of shares (in Shares) | 11,644 | |||||||||||||
General and administrative expenses | $ 267,318 | |||||||||||||
Aggregate offering share price | $ 50,000,000 | |||||||||||||
Shares sold (in Shares) | 338,513 | |||||||||||||
Warrant exercise price, per share (in Dollars per share) | $ 1.55 | |||||||||||||
Net proceeds paying commissions | $ 507,016 | |||||||||||||
Preferred stock, shares authorized (in Shares) | 3,000,000 | 3,000,000 | ||||||||||||
Preferred stock, par value (in Dollars per share) | $ 0.001 | |||||||||||||
Preferred stock outstanding (in Shares) | 250,000,000 | 0 | 0 | |||||||||||
Shares of common stock (in Shares) | 1 | |||||||||||||
Purchaser cash | $ 20,000 | |||||||||||||
Redemption preferred stock | $ 20,000 | |||||||||||||
Company paid | $ 20,000 | |||||||||||||
Preferred stock share (in Shares) | 1 | |||||||||||||
Granted stock options (in Shares) | 60,000 | |||||||||||||
Fair market value | 100% | |||||||||||||
Exercisable options (in Shares) | 44,037 | |||||||||||||
Weighted average exercise price per share (in Dollars per share) | $ 171.13 | |||||||||||||
Research and development expenses | $ 1,872,376 | 2,616,302 | ||||||||||||
Share based payment remaining expenses | $ 59,964 | |||||||||||||
Weighted average vesting term | 3 months | |||||||||||||
Remaining expensed | $ 0 | |||||||||||||
Weighted average vesting term | 0 years | |||||||||||||
Shares of common stock (in Shares) | 95,121 | |||||||||||||
Purchase price per share (in Dollars per share) | $ 1.219 | |||||||||||||
Proceeds amount | $ 1,600,000 | $ 1,581,467 | ||||||||||||
Commissions and closing fees | $ 291,000 | |||||||||||||
Exercise price per share (in Dollars per share) | $ 0.86 | $ 6 | $ 57.5 | $ 75 | ||||||||||
Exercisable | 3 years | |||||||||||||
Exercise price per share (in Dollars per share) | $ 1.525 | |||||||||||||
Vesting expense | 214,451 | $ 687,375 | ||||||||||||
Sales and marketing | $ 5,035 | |||||||||||||
RSUs vested (in Shares) | 3,400 | |||||||||||||
Issue of common stock (in Shares) | 3,400 | |||||||||||||
Shares of common stock vested RSUs (in Shares) | 3,400 | |||||||||||||
2017 Equity Incentive Plan [Member] | ||||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||||||||||||||
Recognized expense (in Shares) | 2,500,000 | |||||||||||||
Common Stock [Member] | ||||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||||||||||||||
Warrant issued (in Shares) | 1,927,350 | |||||||||||||
Exercise price per share (in Dollars per share) | $ 150 | |||||||||||||
Preferred Stock [Member] | ||||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||||||||||||||
Preferred stock, shares authorized (in Shares) | 3,000,000 | |||||||||||||
Preferred stock outstanding (in Shares) | ||||||||||||||
Minimum [Member] | ||||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||||||||||||||
Common stock, shares authorized (in Shares) | 27,000,000 | |||||||||||||
Aggregate gross sales | $ 0 | |||||||||||||
Maximum [Member] | ||||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||||||||||||||
Common stock, shares authorized (in Shares) | 100,000,000 | |||||||||||||
Aggregate gross sales | $ 50,000,000 | |||||||||||||
Pre-Funded Warrants [Member] | Common Stock [Member] | ||||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||||||||||||||
Shares of common stock (in Shares) | 1,585,350 | |||||||||||||
Series B Preferred Stock [Member] | ||||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||||||||||||||
Preferred stock price per share (in Dollars per share) | $ 0.001 | |||||||||||||
Common Stock [Member] | ||||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||||||||||||||
Common stock, par value (in Dollars per share) | $ 0.001 | |||||||||||||
Restricted Stock Units [Member] | ||||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||||||||||||||
Company issued shares (in Shares) | 30,865 | |||||||||||||
Recognized expense | $ 253,719 | |||||||||||||
Restricted stock units vested (in Shares) | 3,400 | |||||||||||||
Options granted and vesting expense | $ 214,451 | |||||||||||||
Issuance of shares (in Shares) | 8,508 | |||||||||||||
General and administrative expenses | $ 687,375 | |||||||||||||
Share based payment remaining expenses | $ 92,627 | |||||||||||||
Weighted average vesting term | 1 month 24 days | |||||||||||||
Grant total (in Shares) | 0 | |||||||||||||
Nonvested Stock Options [Member] | ||||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||||||||||||||
Options granted and vesting expense | $ 119,928 | 387,246 | ||||||||||||
General and administrative expenses | 48,858 | |||||||||||||
Research and development expenses | 71,070 | $ 119,928 | ||||||||||||
Nonvested RSUs [Member] | ||||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||||||||||||||
General and administrative expenses | 164,313 | |||||||||||||
Research and development expenses | $ 45,103 |
Stockholders_ Equity (Deficit_3
Stockholders’ Equity (Deficit) (Details) - Schedule of Analysis of the Stock Option Grant Activity under the Plan | 6 Months Ended |
Jun. 30, 2023 $ / shares shares | |
Warrant [Member] | |
Stockholders’ Equity (Deficit) (Details) - Schedule of Analysis of the Stock Option Grant Activity under the Plan [Line Items] | |
Number, Outstanding beginning balance | shares | 5,090,024 |
Weighted Average Exercise Price, Outstanding beginning balance | $ / shares | $ 12.83 |
Weighted Average Remaining Life, Outstanding beginning balance | 4 years 6 months 14 days |
Number, Granted | shares | 4,851,171 |
Weighted Average Exercise Price, Granted | $ / shares | $ 0.59 |
Weighted Average Remaining Life, Granted | 2 years 7 months 2 days |
Number, Exercised | shares | (1,927,350) |
Weighted Average Exercise Price, Exercised | $ / shares | $ 0.001 |
Weighted Average Remaining Life, Exercised | |
Number, Expired or forfeited | shares | (14,976) |
Weighted Average Exercise Price, Expired or forfeited | $ / shares | $ 205.05 |
Weighted Average Remaining Life, Expired or forfeited | |
Number, Outstanding ending balance | shares | 7,998,869 |
Weighted Average Exercise Price, Outstanding ending balance | $ / shares | $ 8.18 |
Weighted Average Remaining Life, Outstanding ending balance | 3 years 7 months 9 days |
Stock Options [Member] | |
Stockholders’ Equity (Deficit) (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 | 5 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 3 months |
Restricted Stock Units (RSUs) [Member] | |
Stockholders’ Equity (Deficit) (Details) - Schedule of Analysis of the Stock Option Grant Activity under the Plan [Line Items] | |
Number, Outstanding beginning balance | shares | 7,197 |
Number, Granted | shares | |
Number, Vested | shares | (3,400) |
Number, Forfeited | shares | (1,199) |
Number, Outstanding ending balance | shares | 2,598 |
Phantom Share Units (PSUs) [Member] | |
Stockholders’ Equity (Deficit) (Details) - Schedule of Analysis of the Stock Option Grant Activity under the Plan [Line Items] | |
Weighted Average Exercise Price, Outstanding beginning balance | $ / shares | $ 46.72 |
Weighted Average Exercise Price, Granted | $ / shares | |
Weighted Average Price, Vested | $ / shares | 56.81 |
Weighted Average Price, Forfeited | $ / shares | 22.87 |
Weighted Average Exercise Price, Outstanding ending balance | $ / shares | $ 44.61 |
Stockholders_ Equity (Deficit_4
Stockholders’ Equity (Deficit) (Details) - Schedule of Warranty Issuance | 6 Months Ended |
Jun. 30, 2023 $ / shares shares | |
Nonvested Stock Options [Member] | |
Stockholders’ Equity (Deficit) (Details) - Schedule of Warranty Issuance [Line Items] | |
Number, Nonvested at beginning balance | shares | 2,025 |
Weighted- Average Exercise Price, Nonvested at beginning balance | $ / shares | $ 96 |
Number, Granted | shares | |
Weighted- Average Exercise Price, Granted | $ / shares | |
Number, Vested | shares | (1,350) |
Weighted- Average Exercise Price, Vested | $ / shares | $ 96 |
Number, Forfeited | shares | |
Weighted- Average Exercise Price, Forfeited | $ / shares | |
Number, Nonvested at ending balance | shares | 675 |
Weighted- Average Exercise Price, Nonvested at ending balance | $ / shares | $ 96 |
Nonvested Warrants [Member] | |
Stockholders’ Equity (Deficit) (Details) - Schedule of Warranty Issuance [Line Items] | |
Number, Nonvested at beginning balance | shares | 100,000 |
Weighted- Average Exercise Price, Nonvested at beginning balance | $ / shares | $ 7.5 |
Number, Granted | shares | 4,851,171 |
Weighted- Average Exercise Price, Granted | $ / shares | $ 0.59 |
Number, Vested | shares | (4,951,171) |
Weighted- Average Exercise Price, Vested | $ / shares | $ 0.73 |
Number, Forfeited | shares | |
Weighted- Average Exercise Price, Forfeited | $ / shares | |
Number, Nonvested at ending balance | shares | |
Weighted- Average Exercise Price, Nonvested at ending balance | $ / shares |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 1 Months Ended | 6 Months Ended | |||||||||
Jul. 24, 2023 | Jul. 11, 2023 | Jul. 03, 2023 | Jul. 03, 2023 | Jul. 24, 2023 | Jul. 21, 2023 | May 30, 2023 | Feb. 21, 2023 | Jun. 30, 2023 | Apr. 18, 2023 | Dec. 31, 2022 | |
Subsequent Events (Details) [Line Items] | |||||||||||
Gross proceeds | $ 2,000,000 | $ 1,500,000 | |||||||||
Shares of common stock (in Shares) | 500 | ||||||||||
Maturity date | Dec. 31, 2023 | Dec. 31, 2023 | |||||||||
Shares of common stock (in Shares) | 338,513 | ||||||||||
Consideration in cash | $ 1,000 | ||||||||||
Preferred stock par value (in Dollars per share) | $ 0.001 | $ 0.001 | |||||||||
Cash purchases | $ 95,953 | $ 10,000,000 | |||||||||
Subsequent Event [Member] | |||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||
Principal amount | $ 215,000 | $ 215,000 | |||||||||
Origination fees | 10,750 | ||||||||||
Repayment amount | 24,500 | ||||||||||
Repayment amount | 3,785 | ||||||||||
Preferred stock votes (in Shares) | 250,000,000 | ||||||||||
Cash purchases | $ 1,000 | ||||||||||
Subsequent event, description | In addition, the Company agreed to pay Mr. Shatzkes within seven days after the Termination Date: (i) $122,292, representing all accrued salary and wages (inclusive of Base Compensation and earned Subsequent Quarterly Bonus amounts, as those terms are defined in Mr. Shatzkes employment agreement), and (ii) $32,576, representing Mr. Shatzkes accrued, but unused paid time off (collectively, the “Initial Payment”). The Company also agreed to pay Mr. Shatzkes: (i) $385,000, representing 12 months of Mr. Shatzkes Base Compensation (as that term is defined in Mr. Shatzkes employment agreement), and (ii) $290,000, representing Mr. Shatzkes Subsequent Year Minimum Bonus (as such term is defined in Mr. Shatzkes employment agreement), on the 60th day following the Termination Date. In addition, the Company shall reimburse Mr. Shatzkes COBRA premium for a period of 12 months and shall cause any restricted stock units granted to Mr. Shatzkes to immediately vest as of the Termination Date. On August 11, 2023 the Company paid $50,000 of the Initial Payment and is currently in negotiations with Mr. Shatzkes to determine timing of the payment of the remaining balance of the Initial Payment. | ||||||||||
Subsequent Event [Member] | First Tranche Note [Member] | |||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||
Principal amount | 375,000 | $ 375,000 | |||||||||
Gross proceeds | $ 250,000 | ||||||||||
Shares issued (in Shares) | 156,250 | 156,250 | |||||||||
Other interest rate | 19.99% | 19.99% | |||||||||
Conversion price per share (in Dollars per share) | $ 0.45 | $ 0.45 | |||||||||
Subsequent Event [Member] | Second Tranche Note [Member] | |||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||
Principal amount | $ 2,625,000 | $ 2,625,000 | |||||||||
Gross proceeds | $ 1,750,000 | ||||||||||
Shares issued (in Shares) | 691,106 | 691,106 | |||||||||
Other interest rate | 19.99% | 19.99% | |||||||||
Shares of common stock (in Shares) | 1,521,056 | ||||||||||
Conversion price per share (in Dollars per share) | $ 0.39 | $ 0.39 | |||||||||
Shares of common stock (in Shares) | 1,093,750 | ||||||||||
Remaining share issued (in Shares) | 402,644 | ||||||||||
Subsequent Event [Member] | Common Stock [Member] | First Tranche Note [Member] | |||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||
Shares of common stock (in Shares) | 1,351,670 | ||||||||||
Subsequent Event [Member] | Series C Preferred Stock [Member] | |||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||
Preferred stock par value (in Dollars per share) | $ 0.001 | ||||||||||
Repayment Amount [Member] | Subsequent Event [Member] | |||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||
Repayment amount | $ 322,285 |