Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 06, 2023 | |
Cover [Abstract] | ||
Entity Registrant Name | REVELATION BIOSCIENCES, INC. | |
Trading Symbol | REVB | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 6,297,303 | |
Amendment Flag | false | |
Entity Central Index Key | 0001810560 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | false | |
Entity Ex Transition Period | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-39603 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 84-3898466 | |
Entity Address, Address Line One | 4660 La Jolla Village Drive | |
Entity Address, Address Line Two | Suite 100 | |
Entity Address, City or Town | San Diego | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 92122 | |
City Area Code | 650 | |
Local Phone Number | 800-3717 | |
Title of 12(b) Security | Common stock, par value $0.001 per share | |
Security Exchange Name | NASDAQ | |
Entity Interactive Data Current | Yes |
Consolidated Balance Sheets
Consolidated Balance Sheets £ in Millions | Sep. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) |
Current assets: | ||
Cash and cash equivalents | $ 13,994,537 | $ 5,252,979 |
Deferred offering costs | 87,171 | |
Prepaid expenses and other current assets | 152,637 | 73,132 |
Total current assets | 14,147,174 | 5,413,282 |
Property and equipment, net | 71,346 | 90,133 |
Total assets | 14,218,520 | 5,503,415 |
Current liabilities: | ||
Accounts payable | 1,257,224 | 554,205 |
Accrued expenses | 1,022,035 | 985,497 |
Deferred underwriting commissions | 2,911,260 | 2,911,260 |
Warrant liability | 209,478 | |
Total current liabilities | 5,399,997 | 4,450,962 |
Total liabilities | 5,399,997 | 4,450,962 |
Commitments and Contingencies (Note 4) | ||
Stockholders' equity: | ||
Common Stock, $0.001 par value; 500,000,000 shares authorized at September 30, 2023 and December 31, 2022 and 6,297,303 and 682,882 issued and outstanding at September 30, 2023 and December 31, 2022, respectively | 6,297 | 683 |
Additional paid-in-capital | 32,076,425 | 26,398,618 |
Accumulated deficit | (23,264,199) | (25,346,848) |
Total stockholders' equity | 8,818,523 | 1,052,453 |
Total liabilities and stockholders' equity | 14,218,520 | 5,503,415 |
Series A Preferred Stock [Member] | ||
Stockholders' equity: | ||
Preferred stock value | $ 0 | $ 0 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Preferred stock, par value (in Dollars per share) | $ 0.001 | |
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 6,297,303 | 682,882 |
Common stock, shares outstanding | 6,297,303 | 682,882 |
Series A Preferred Stock [Member] | ||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 0 | 1 |
Preferred stock, shares issued | 0 | 1 |
Preferred stock, shares outstanding | 0 | 1 |
Liquidation preference | $ 0 | $ 5,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Operating expenses: | ||||
Research and development | $ 1,651,367 | $ 381,566 | $ 3,085,918 | $ 5,037,429 |
General and administrative | 1,126,530 | 817,898 | 3,244,856 | 4,608,755 |
Total operating expenses | 2,777,897 | 1,199,464 | 6,330,774 | 9,646,184 |
Loss from operations | (2,777,897) | (1,199,464) | (6,330,774) | (9,646,184) |
Other income (expense): | ||||
Change in fair value of warrant liability | 92,561 | 8,260,735 | 0 | |
Other income (expense) | 56,960 | 28,728 | 152,688 | 24,221 |
Total other income (expense), net | 149,521 | 28,728 | 8,413,423 | 24,221 |
Net (loss) income | $ (2,628,376) | $ (1,170,736) | $ 2,082,649 | $ (9,621,963) |
Net (loss) earnings per share, basic | $ (0.42) | $ (1.91) | $ 0.43 | $ (19.61) |
Weighted-average shares used to compute net (loss) earnings per share, basic | 6,297,303 | 611,998 | 4,857,628 | 490,562 |
Net (loss) earnings per share, diluted | $ (0.42) | $ (1.91) | $ 0.41 | $ (19.61) |
Weighted-average shares used to compute net (loss) earnings per share, diluted | 6,297,303 | 611,998 | 5,024,091 | 490,562 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity (Deficit) - USD ($) | Total | February 2023 Public Offering | July 2022 Public Offering | Class A Common Stock | Class C Common Stock | Preferred Stock Series A preferred stock | Common Stock | Common Stock February 2023 Public Offering | Common Stock July 2022 Public Offering | Common Stock Class A Common Stock | Common Stock Class C Common Stock | Additional Paid-in Capital | Additional Paid-in Capital February 2023 Public Offering | Additional Paid-in Capital July 2022 Public Offering | Additional Paid-in Capital Class A Common Stock | Additional Paid-in Capital Class C Common Stock | Accumulated Deficit |
Balance at Dec. 31, 2021 | $ (99,470) | $ 282 | $ 14,417,547 | $ (14,517,299) | |||||||||||||
Balance (in Shares) at Dec. 31, 2021 | 282,039 | ||||||||||||||||
Issuance of common stock in connection with the Business Combination, net | 6,864,327 | $ 98 | 6,864,229 | ||||||||||||||
Issuance of common stock in connection with the Business Combination, net (in shares) | 98,209 | ||||||||||||||||
Issuance of common stock for fees in connection with the Business Combination | 300 | $ 9 | 291 | ||||||||||||||
Issuance of common stock for fees in connection with the Business Combination (Shares) | 8,572 | ||||||||||||||||
Proceeds from the PIPE Investment, net | 7,262,219 | $ 37 | 7,262,182 | ||||||||||||||
Proceeds from the PIPE Investment, net (in Shares) | 36,947 | ||||||||||||||||
Rollover Warrant Exercise | 5,074 | 5,074 | |||||||||||||||
Rollover Warrant Exercise (in Shares) | 54 | ||||||||||||||||
Repurchase for the Forward Share Purchase Agreement exercise | (7,652,325) | $ (21) | (7,652,304) | ||||||||||||||
Repurchase for the Forward Share Purchase Agreement exercise (in Shares) | (21,429) | ||||||||||||||||
Pre-Funded Warrants Exercise | $ 13 | $ 37 | $ (24) | ||||||||||||||
Pre-Funded Warrants Exercise (in Shares) | 36,959 | ||||||||||||||||
Stock-based compensation expense | 137,892 | 137,892 | |||||||||||||||
Net income (loss) | (6,616,541) | (6,616,541) | |||||||||||||||
Balance at Mar. 31, 2022 | (98,511) | $ 442 | 21,034,887 | (21,133,840) | |||||||||||||
Balance (in Shares) at Mar. 31, 2022 | 441,351 | ||||||||||||||||
Balance at Dec. 31, 2021 | (99,470) | $ 282 | 14,417,547 | (14,517,299) | |||||||||||||
Balance (in Shares) at Dec. 31, 2021 | 282,039 | ||||||||||||||||
Repurchase for the Forward Share Purchase Agreement exercise | (7,652,325) | ||||||||||||||||
Net income (loss) | (9,621,963) | ||||||||||||||||
Balance at Sep. 30, 2022 | 2,227,678 | $ 683 | 26,366,257 | (24,139,262) | |||||||||||||
Balance (in Shares) at Sep. 30, 2022 | 682,882 | ||||||||||||||||
Balance at Mar. 31, 2022 | (98,511) | $ 442 | 21,034,887 | (21,133,840) | |||||||||||||
Balance (in Shares) at Mar. 31, 2022 | 441,351 | ||||||||||||||||
Stock-based compensation expense | 90,188 | 90,188 | |||||||||||||||
Net income (loss) | (1,834,686) | (1,834,686) | |||||||||||||||
Balance at Jun. 30, 2022 | (1,843,009) | $ 442 | 21,125,075 | (22,968,526) | |||||||||||||
Balance (in Shares) at Jun. 30, 2022 | 441,351 | ||||||||||||||||
Issuance of common stock | $ 4,451,048 | $ 238 | $ 4,450,810 | ||||||||||||||
Issuance of common stock (Shares) | 238,096 | ||||||||||||||||
RSU awards issued | $ 3 | (3) | |||||||||||||||
RSU awards issued, (in Shares) | 3,435 | ||||||||||||||||
Issuance of common stock for Accrued Expenses in connection with the Business Combination | 749,700 | 749,700 | |||||||||||||||
Stock-based compensation expense | 40,675 | 40,675 | |||||||||||||||
Net income (loss) | (1,170,736) | (1,170,736) | |||||||||||||||
Balance at Sep. 30, 2022 | 2,227,678 | $ 683 | 26,366,257 | (24,139,262) | |||||||||||||
Balance (in Shares) at Sep. 30, 2022 | 682,882 | ||||||||||||||||
Balance at Dec. 31, 2022 | 1,052,453 | $ 683 | 26,398,618 | (25,346,848) | |||||||||||||
Balance (in Shares) at Dec. 31, 2022 | 1 | 682,882 | |||||||||||||||
Issuance of common stock | $ 33,474 | $ 2,889 | $ 30,585 | ||||||||||||||
Issuance of common stock (Shares) | 2,888,600 | ||||||||||||||||
Redemption of Preferred Stock ( in shares) | (1) | ||||||||||||||||
Pre-Funded Warrants Exercise | $ 19 | $ 193 | $ (174) | ||||||||||||||
Pre-Funded Warrants Exercise (in Shares) | 193,000 | ||||||||||||||||
Alternative cashless exercise of common stock warrants | 2,740,410 | $ 965 | 2,739,445 | ||||||||||||||
Alternative cashless exercise of common stock warrants (in Shares) | 965,357 | ||||||||||||||||
Stock-based compensation expense | 32,095 | 32,095 | |||||||||||||||
Net income (loss) | 6,159,195 | 6,159,195 | |||||||||||||||
Balance at Mar. 31, 2023 | 10,017,646 | $ 4,730 | 29,200,569 | (19,187,653) | |||||||||||||
Balance (in Shares) at Mar. 31, 2023 | 4,729,839 | ||||||||||||||||
Balance at Dec. 31, 2022 | 1,052,453 | $ 683 | 26,398,618 | (25,346,848) | |||||||||||||
Balance (in Shares) at Dec. 31, 2022 | 1 | 682,882 | |||||||||||||||
Repurchase for the Forward Share Purchase Agreement exercise | 0 | ||||||||||||||||
Net income (loss) | 2,082,649 | ||||||||||||||||
Balance at Sep. 30, 2023 | 8,818,523 | $ 6,297 | 32,076,425 | (23,264,199) | |||||||||||||
Balance (in Shares) at Sep. 30, 2023 | 6,297,303 | ||||||||||||||||
Balance at Mar. 31, 2023 | 10,017,646 | $ 4,730 | 29,200,569 | (19,187,653) | |||||||||||||
Balance (in Shares) at Mar. 31, 2023 | 4,729,839 | ||||||||||||||||
Pre-Funded Warrants Exercise | 15 | $ 143 | (128) | ||||||||||||||
Pre-Funded Warrants Exercise (in Shares) | 143,400 | ||||||||||||||||
Alternative cashless exercise of common stock warrants | $ 2,785,877 | $ 1,420 | $ 2,784,457 | ||||||||||||||
Alternative cashless exercise of common stock warrants (in Shares) | 1,419,780 | ||||||||||||||||
RSU awards issued | $ 4 | (4) | |||||||||||||||
RSU awards issued, (in Shares) | 4,284 | ||||||||||||||||
Stock-based compensation expense | 59,435 | 59,435 | |||||||||||||||
Net income (loss) | (1,448,170) | (1,448,170) | |||||||||||||||
Balance at Jun. 30, 2023 | 11,414,803 | $ 6,297 | 32,044,329 | (20,635,823) | |||||||||||||
Balance (in Shares) at Jun. 30, 2023 | 6,297,303 | ||||||||||||||||
Stock-based compensation expense | 32,096 | 32,096 | |||||||||||||||
Net income (loss) | (2,628,376) | (2,628,376) | |||||||||||||||
Balance at Sep. 30, 2023 | $ 8,818,523 | $ 6,297 | $ 32,076,425 | $ (23,264,199) | |||||||||||||
Balance (in Shares) at Sep. 30, 2023 | 6,297,303 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 2,082,649 | $ (9,621,963) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation expense | 123,626 | 268,755 |
Depreciation expense | 18,787 | 18,786 |
Non-cash lease expense | 0 | 14,960 |
Change in fair value of warrant liability | (8,260,735) | 0 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (79,505) | 332,548 |
Deferred offering costs | 61,154 | 0 |
Accounts payable | 720,936 | (736,246) |
Accrued expenses | 49,638 | (568,937) |
Operating lease liability | 0 | (16,752) |
Accrued interest on Promissory Notes Payable & Convertible Note | 0 | 36,920 |
Net cash used in operating activities | (5,283,450) | (10,271,929) |
Cash flows from financing activities: | ||
Proceeds from the Convertible Note | 0 | 2,500,000 |
Repayment of the Convertible Note | 0 | (2,500,000) |
Proceeds from the Business Combination, net | 0 | 11,923,499 |
Proceeds from the PIPE Investment, net | 0 | 7,262,219 |
Repurchase for the Forward Share Purchase Agreement exercise | 0 | (7,652,325) |
Repayments of Promissory Notes Payable, including interest | 0 | (796,882) |
Redemption of Series A Preferred Stock | (5,000) | 0 |
Net cash provided by financing activities | 14,025,008 | 15,192,646 |
Net increase in cash and cash equivalents | 8,741,558 | 4,920,717 |
Cash and cash equivalents at beginning of period | 5,252,979 | 1,274,729 |
Cash and cash equivalents at end of period | 13,994,537 | 6,195,446 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Deferred Offering Costs Included in Accounts Payable and Accrued Expenses | (26,017) | 0 |
Alternative cashless exercise of Class C Common Stock Warrants | 5,526,287 | 0 |
Current liabilities assumed in the Business Combination | 0 | 2,149,432 |
Deferred underwriting commissions assumed in the Business Combination | 0 | 2,911,260 |
Equity Issuance for fees in connection with the Business Combination | 0 | 300 |
Issuance of Class A Common Stock Warrants in connection with the PIPE Investment | 0 | 3,634,262 |
Issuance of Class A Placement Agent Common Stock Warrants in connection with the PIPE Investment | 0 | 508,797 |
Conversion of Accrued Expenses to Equity in connection with the Business Combination | 0 | 749,700 |
Issuance of Common Stock Warrants in connection with Public Offering | 0 | 4,490,457 |
Issuance of Class B Placement Agent Common Stock Warrants in connection with the July 2022 Public Offering | 0 | 310,137 |
Rollover Warrants [Member] | ||
Cash flows from financing activities: | ||
Proceeds from Warrant exercise | 0 | 5,074 |
Pre-Funded Warrants [Member] | ||
Cash flows from financing activities: | ||
Proceeds from Warrant exercise | 34 | 13 |
Class C Common Stock | ||
Supplemental disclosure of non-cash investing and financing activities: | ||
Fair Value of Common Stock Warrants in connection with Public Offering | 13,996,500 | 0 |
July 2022 Public Offering [Member] | ||
Cash flows from financing activities: | ||
Proceeds from the Public Offering, net | 0 | 4,451,048 |
February 2023 Public Offering [Member] | ||
Cash flows from financing activities: | ||
Proceeds from the Public Offering, net | $ 14,029,974 | $ 0 |
Organization and Basis of Prese
Organization and Basis of Presentation | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Basis of Presentation | 1. Organization and Basis of Presentation Revelation Biosciences, Inc. (collectively with its wholly-owned subsidiaries, the “Company” or “Revelation”), formerly known as Petra Acquisition, Inc. (“Petra”), was incorporated in Delaware on November 20, 2019. The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities. On August 29, 2021 Petra and Old Revelation signed an agreement and plan of merger (the “Business Combination Agreement”). On January 10, 2022 (the “Closing Date”) the Company consummated its business combination, with Revelation Biosciences Sub, Inc. (“Old Revelation” or “Revelation Sub”), the Company's wholly owned subsidiary (the “Business Combination”). Since the Business Combination, the Company is a clinical-stage biopharmaceutical company and has been focused on the development and commercialization of immunologic therapeutics and diagnostics. Business Combination The Business Combination was accounted for as a reverse recapitalization with Revelation Sub as the accounting acquirer and Petra as the acquired company for accounting purposes. Accordingly, all historical financial information presented in the consolidated financial statements represents the accounts of Revelation Sub as if Revelation Sub is the predecessor to the Company. The common stock and net loss per share, prior to the Merger, have been retroactively restated as common stock and net loss per share reflecting the exchange ratio established in the Business Combination (the “Common Stock Exchange Ratio”). Petra’s Common Stock, Public Warrants and Units were historically listed on the Nasdaq Capital Market under the symbols “PAIC,” “PAICW” and “PAICU,” respectively. On January 10, 2022, the Company’s units, common stock and warrants were listed on the Nasdaq Capital Market under the symbols “REVBU”, “REVB” and “REVBW”, respectively.- Unit Separation On Januar y 13, 2023, the Company’s units were mandatorily separated into one share of common stock and one Public Warr ant and ceased trading on the Nasdaq Capital Market (see Note 9). Reverse Stock Split On January 30, 2023, the Company filed a Certificate of Amendment of the Third Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) reflecting the change in authorized shares of common stock from 100,000,000 to 500,000,000 and effecting a reverse stock split as of 12:01 a.m. Eastern Standard Time on February 1, 2023 with a ratio of 1-for-35 (the “Reverse Split”). As a result of the Reverse Split, every 35 shares of the Company’s issued and outstanding common stock automatically converted into one share of common stock, without any change in the par value per share. No fractional shares were outstanding following the Reverse Split. Any holder who would have received a fractional share of common stock automatically received an additional fraction of a share of common stock to round up to the next whole share. In addition, effective as of the same time as the Reverse Split, proportionate adjustments were made to all then-outstanding equity awards and warrants with respect to the number of shares of common stock subject to such award or warrant and the exercise price thereof. Furthermore, the number of shares of common stock available for issuance under the Company’s equity incentive plans were proportionately adjusted for the Reverse Split ratio, such that fewer shares are subject to such plans. All share numbers included herein have been retroactively adjusted to reflect the 1-for-35 Reverse Split (see Note 10). NASDAQ Compliance As previously reported in 2022, the Nasdaq Stock Market (“Nasdaq”) issued delist letters based on the Company’s non-compliance with the bid price and stockholders’ equity requirements for continued listing on the Nasdaq Capital Market, as set forth in Nasdaq Listing Rules 5550(a)(2) and 5550(b)(1), respectively. The Company’s compliance plan was approved by a Nasdaq hearing panel giving the Company until April 18, 2023 to regain compliance. On February 16, 2023, the Company received formal notice from Nasdaq stating that the Company’s common stock will continue to be listed and traded on Nasdaq, due to the Company having regained compliance with the minimum bid price requirement and minimum stockholders’ equity requirement for continued listing on Nasdaq, and all applicable listing standards. As previously reported on August 8, 2023, the Company received a letter from the Nasdaq notifying the Company of its noncompliance with Nasdaq Listing Rule 5550(a)(2) by failing to maintain a minimum bid price for its common stock of at least $ 1.00 per share for 30 consecutive business days. The Company has until February 5, 2024, to regain compliance by having a minimum closing bid price of at least $ 1.00 per share for at least 10 consecutive business days. Additionally, the Company may be eligible for an additional 180 calendar day grace period to regain compliance. Liquidity and Capital Resources Going Concern As of September 30, 2023, the Company had an accumulated deficit of $ 23.3 million, a stockholders’ equity of $ 8.8 million and available cash and cash equivalents of $ 14.0 million. The Company expects to continue to incur significant operating and net losses, as well as negative cash flows from operations, for the foreseeable future as it continues to complete all necessary product development or future commercialization efforts. The Company has never generated revenue and does not expect to generate revenue from product sales unless and until it successfully completes development and obtains regulatory approval for REVTx-300, REVTx-100, REVTx-200, REVTx-99b, REVDx-501 or other product candidates, which the Company expects will not be for at least several years, if ever. The Company does not anticipate that its current cash and cash equivalents balance will be sufficient to sustain operations within one year after the date that the Company’s unaudited financial statements for September 30, 2023 were issued, which raises substantial doubt about its ability to continue as a going concern. To continue as a going concern, the Company will need, among other things, to raise additional capital resources. The Company plans to seek additional funding through public or private equity or debt financings. The Company may not be able to obtain financing on acceptable terms, or at all. The terms of any financing may adversely affect the holdings or the rights of the Company’s stockholders. If the Company is unable to obtain funding, it could be required to delay, reduce or eliminate research and development programs, product portfolio expansion or future commercialization efforts, which could adversely affect the Company’s business operations. The unaudited consolidated financial statements for September 30, 2023, have been prepared on the basis that the Company will continue as a going concern, and does 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 possible inability for the Company to continue as a going concern. Basis of Presentation The accompanying financial statements are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). All inter-company transactions and bala nces have been eliminated in consolidation. Certain amounts previously reported in the financial statements have been reclassified to conform to the current year presentation. Such reclassifications did not affect net loss, stockholders’ equity or cash flows. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Unaudited Interim Condensed Consolidated Financial Statements The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited financial statements as of December 31, 2022 and for the year ended December 31, 2022 and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position. The financial data and the other financial information contained in these notes to the condensed consolidated financial statements related to the three and nine months ended September 30, 2023 are unaudited. The results of operations for the three and nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any other future annual or interim period. The condensed consolidated financial statements and notes thereto should be read in conjunction with the Company’s audited financial statements and notes thereto for the year ended December 31, 2022 included on Form 10-K, as filed with the SEC on March 30, 2023. The accompanying condensed consolidated balance sheet as of December 31, 2022 has been derived from the audited balance sheet at December 31, 2022 contained in the above referenced Form 10-K. Use of Estimates The preparation of the condensed consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions about future events that affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities, and reported amounts of expenses. These estimates and assumptions are based on the Company’s best estimates and judgment. The Company regularly evaluates its estimates and assumptions using historical and industry experience and other factors; however, actual results could differ materially from these estimates and could have an adverse effect on the Company’s condensed consolidated financial statements. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with original maturities of three months or less from the purchase date to be cash equivalents. The Company maintains its cash in checking and savings accounts. Income generated from cash held in savings accounts is recorded as interest income. The carrying value of the Company’s savings accounts is included in cash and approximates the fair value. Concentrations of Credit Risk Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash and cash equivalents. Bank deposits are held by accredited financial institutions and these deposits may at times be in excess of federally insured limits. The Company limits its credit risk associated with cash and cash equivalents by placing them with financial institutions that it believes are of high quality. The Company has not experienced any losses on its deposits of cash or cash equivalents. Deferred Offering Costs The Company capitalizes certain legal, professional accounting and other third-party fees that are directly associated with in-process equity financings as deferred offering costs until such financings are consummated. After consummation of the equity financing, these costs are recorded as a reduction of the proceeds generated as a result of the offering. Should the planned equity financing be abandoned, the deferred offering costs will be expensed immediately as a charge to operating expenses in the condensed consolidated statements of operations. Property and Equipment, Net Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which is five years . Maintenance and repairs are charged to operating expense as incurred. When assets are sold, or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any gain or loss is included in other income (expense). Leases The Company determines if an arrangement is a lease at inception. Lease right-of-use assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. For operating leases with an initial term greater than 12 months, the Company recognizes operating lease right-of-use assets and operating lease liabilities based on the present value of lease payments over the lease term at the commencement date. Operating lease right-of-use assets are comprised of the lease liability plus any lease payments made and excludes lease incentives. Lease terms include options to renew or terminate the lease when the Company is reasonably certain that the renewal option will be exercised or when it is reasonably certain that the termination option will not be exercised. For an operating lease, if the interest rate used to determine the present value of future lease payments is not readily determinable, the Company estimates the incremental borrowing rate as the discount rate for the lease. The Company’s incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments, and in similar economic environments. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Research and Development Expenses Research and development expenses consist primarily of costs incurred for the development of the Company’s product candidates, REVTx-300, REVTx-100, REVTx-200, REVTx-99a/b and diagnostic product, REVDx-501. Research and development costs are charged to expense as incurred. The Company records accrued expenses for estimated preclinical, clinical study and research expenses related to the services performed but not yet invoiced pursuant to contracts with research institutions, contract research organizations, and clinical manufacturing organizations that conduct and manage preclinical studies, clinical studies, research services, and development services on the Company’s behalf. Payments for these services are based on the terms of individual agreements and payment timing may differ significantly from the period in which the services were performed. Estimates are based on factors such as the work completed, including the level of patient enrollment. The Company monitors patient enrollment levels and related activity to the extent reasonably possible and makes judgments and estimates in determining the accrued balance in each reporting period. The Company’s estimates of accrued expenses are based on the facts and circumstances known at the time. If the Company underestimates or overestimates the level of services performed or the costs of these services, actual expenses could differ from estimates. As actual costs become known, the Company adjusts accrued expenses. To date, the Company has not experienced significant changes in estimates of clinical study and development services accruals. Patent Costs Legal costs in connection with approved patents and patent applications are expensed as incurred, as recoverability of such expenditures is uncertain. These costs are recorded in general and administrative expense in the condensed consolidated statements of operations. Stock-based Compensation The Company recognizes compensation expense related to stock options, third-party warrants, and Restricted Stock Unit (“RSU”) awards granted, based on the estimated fair value of the stock-based awards on the date of grant. The fair value of employee stock options and third-party warrants are generally determined using the Black-Scholes option-pricing model using various inputs, including estimates of historic volatility, term, risk-free rate, and future dividends. The grant date fair value of the stock-based awards, which have graded vesting, is recognized using the straight-line method over the requisite service period of each stock-based award, which is generally the vesting period of the respective stock-based awards. The Company recognizes forfeitures as they occur. Income Taxes Income taxes are accounted for under the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates applied to taxable income in the years in which those temporary differences are expected to be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized as income or loss in the period that includes the enactment date. A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized. Interest and penalties related to unrecognized tax benefits are included within the provision of income tax. To date, there have been no unrecognized tax benefits balances. Fair Value Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company’s valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The Company follows a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value. These levels of inputs are the following: • Level 1—Quoted prices in active markets for identical assets or liabilities. • Level 2—Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The Company has determined that the measurement of the fair value of the Class C Common Stock Warrants (as defined in Note 7) is a Level 3 fair value measurement and uses the Monte-Carlo simulation model for valuation (see Note 12). Warrant Liability The Company reviews the terms of debt instruments, equity instruments, and other financing arrangements to determine whether there are embedded derivative features, including embedded conversion options that are required to be bifurcated and accounted for separately as a derivative financial instrument. Additionally, in connection with the issuance of financing instruments, the Company may issue freestanding options and warrants. The Company accounts for its common stock warrants in accordance with ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). Based upon the provisions of ASC 480 and ASC 815, the Company accounts for common stock warrants as current liabilities if the warrant fails the equity classification criteria. Common stock warrants classified as liabilities are initially recorded at fair value on the grant date and remeasured at each balance sheet date with the offsetting adjustments recorded in change in fair value of warrant liabilities within the condensed consolidated statements of operations. The Company values its common stock warrants classified as liabilities using either the Black-Scholes option pricing model or other acceptable valuation models, including the Monte-Carlo simulation model. Basic and Diluted Net (Loss) Earnings per Share Basic net (loss) earnings per share is calculated by dividing net (loss) income by the weighted-average number of shares of common stock outstanding during the period, without consideration of potential shares of common stock. Diluted net (loss) earnings per share is calculated by dividing net (loss) income by the weighted-average number of shares of common stock outstanding plus potential shares of common stock. Convertible preferred stock on an as converted basis, RSU awards, warrants and stock options outstanding are considered potential shares of common stock and are included in the calculation of diluted net (loss) earnings per share using the treasury stock method when their effect is dilutive. Potential shares of common stock are excluded from the calculation of diluted net (loss) earnings per share when their effect is anti-dilutive. For the three months ended September 30, 2023, there were 1,169,255 potential shares of common stock, (see Note 10), that were excluded from the calculation of diluted net loss per share because their effect was anti-dilutive. For the nine months ended September 30, 2023, there were 166,463 million potential common shares that were included in the calculation of diluted net earnings per share, which consists of: (i) 163,457 shares of common stock issuable upon the alternative cashless exercise of the Class C Common Stock Warrants and (ii) 3,006 Rollover RSU awards. For the three and nine months ended September 30, 2022, there were 661,432 potential shares of common stock, (see Note 10), that were excluded from the calculation of diluted net loss per share because their effect was anti-dilutive. The basic and diluted weighted-average shares used to compute net (loss) earnings per share in the unaudited condensed consolidated statements of operations includes the shares issued from the reverse stock split fractional share round up. Comprehensive (Loss) Income The Company has no components of comprehensive (loss) income other than net (loss) income. Thus, comprehensive (loss) income is the same as net (loss) income for the periods presented. Segment Reporting Operating segments are defined as components of an entity about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources in assessing performance. The Comp any has one operating segment. The Company’s chief operating decision maker, its Chief Executive Officer, manages the Company’s operations for the purposes of allocating resources and evaluating financial performance. Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies that are adopted by the Company as of the specified effective date. The Company has evaluated recently issued accounting pronouncements and does not believe any will have a material impact on the Company’s condensed consolidated financial statements or related financial statement disclosures. |
Balance Sheet Details
Balance Sheet Details | 9 Months Ended |
Sep. 30, 2023 | |
Balance Sheet Related Disclosures [Abstract] | |
Balance Sheet Details | 3. Balance Sheet Details Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following: September 30, December 31, Prepaid insurance costs $ 71,250 $ — Other prepaid expenses & current assets 81,387 73,132 Total prepaid expenses & current assets $ 152,637 $ 73,132 Property and Equipment, Net Property and equipment, net consisted of the following: September 30, December 31, Lab equipment $ 131,963 $ 131,963 Total property and equipment, gross 131,963 131,963 Accumulated depreciation ( 60,617 ) ( 41,830 ) Total property and equipment, net $ 71,346 $ 90,133 Depreciation expense was $ 6,262 and $ 18,787 for the three and nine months ended September 30, 2023, respectively, and $ 6,262 and $ 18,786 for the three and nine months ended September 30, 2022, respectively. Accrued Expenses Accrued expenses consisted of the following: September 30, December 31, Accrued payroll and related expenses $ 507,579 $ 618,014 Accrued clinical study expenses 31,661 175,061 Accrued professional fees 223,358 75,722 Accrued clinical development costs 259,437 111,700 Accrued other expenses — 5,000 Total accrued expenses $ 1,022,035 $ 985,497 Included in accrued other expenses as of December 31, 2022, was the $ 5,000 redemption price of the Series A Preferred Stock that automatically redeemed on January 30, 2023 upon the effectiveness of the Certificate of Amendment implementing the reverse stock split and an increase in the authorized shares of common stock of the Company (see Note 8). |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 4. Commitments and Contingencies Lease Commitments In February 2021, Revelation Sub entered into an agreement to lease 2,140 square feet of laboratory space located at 11011 Torreyana Road, Suite 102, San Diego, California (the “Lease”). In January 2023, the Company signed an amendment extending the Lease until December 31, 2023, with a base monthly rent equal to $ 9,630 . The Company is required to maintain a security deposit of $ 5,564 . The Lease contains customary default provisions, representations, warranties and covenants. In addition to rent, the Lease requires the Company to pay certain taxes, insurance and operating costs relating to the leased premises. The Company has applied the short-term lease exception as the amendment is less than twelve months . The Lease is classified as an operating lease. Rent expense was $ 28,890 and $ 82,771 for the three and nine months ended September 30, 2023, respectively, and $ 17,193 and $ 49,453 for the three and nine months ended September 30, 2022, respectively. Future minimum lease payments under the operating lease as of September 30, 2023 is $ 28,890 . Convertible Note Financing On January 4, 2022, Revelation Sub entered into a convertible note with AXA Prime Impact Master Fund I SCA SICAV-RAIF (“ AXA”) for $ 2.5 million with a fixed 10 % annual interest rate, the proceeds of which were to be used by Revelation Sub to purchase shares of Petra common stock from redeeming Petra stockholders who redeemed shares of Petra common stock in connection with the Business Combination (the “Convertible Note”). On January 6, 2022, Old Revelation purchas ed 7,001 shares of Petra common stock with the proceeds from the Convertible Note. Repayment of the Convertible Note was made on January 6, 2022 in accordance with the exchange terms of the Convertible Note by which 7,001 shares o f Petra common stock that had been purchased by Revelation Sub were transferred to AXA. Total interest incurred under the Convertible Note was $ 0 and $ 14,383 during the three and nine months ended September 30, 2022, respectively. Commitments The Company enters into contracts in the normal course of business with third party service providers and vendors. These contracts generally provide for termination on notice and, therefore, are cancellable contracts and not considered contractual obligations and commitments. Contingencies From time to time, the Company may become subject to claims and litigation arising in the ordinary course of business. The Company is not a party to any material legal proceedings, nor is it aware of any material pending or threatened litigation other than described below. Legal Proceedings On February 18, 2022, LifeSci Capital LLC filed an action against the Company in the U.S. District Court for the Southern District of New York seeking damages in the amount of approximately $ 2.7 million in cash and $ 2.6 million in equity for unpaid banking and advisory fees. These fees arise under contracts which were entered into prior to the Business Combination and the Company is disputing the amount owed under those contracts and has asserted affirmative defenses including the defense that LifeSci Capital LLC mislead Petra in the amount of funds that would be available for operation following the Business Combination. The Company has filed a counterclaim against LifeSci Capital LLC for damages arising from its misleading Petra. On June 22, 2022, LifeSci Capital LLC filed a motion for summary judgement and on March 2, 2023, the court denied the plaintiff’s motion for summary judgment. As of the date of this Report, discovery is substantially complete and LifeSci has filed a second motion for summary judgment which is pending. If the proceeding goes to trial it is not expected to occur, at the earliest, until the second half of 2024. Of the LifeSci Capital LLC claim, $ 1.5 million relates to deferred underwriting fees from the Petra initial public offering (“IPO”). In addition, but separate from the claim, one of the underwriters in the Petra IPO who is not a participant in the litigation with LifeSci Capital LLC recently issued a demand letter seeking repayment for $ 655 thousand in fees owed from the Petra initial public offering that remain unpaid. Both of these amounts are recorded as a current liability in the financial statements as of September 30, 2023 under deferred underwriting commissions. No other liabilities are reflected in the financial statements as the amount of any additional liability cannot be determined at this time. On September 27, 2022, A-IR Clinical Research Ltd. (“A-IR”) filed a claim against the Company in the High Court of Justice, in the Business and Property Courts of England and Wales, seeking £ 1.6 million in unpaid invoices, plus interest and costs, relating to the Company’s viral challenge study. The case has been moved to the Commercial Court. The Company is disputing the claim because many of the invoices relate to work that was not performed and A-IR had misrepresented its qualifications to perform the contracted work. Since this proceeding is at a very early stage, no liability is reflected in the financial statements as the amount of any liability cannot be determined at this time. |
PIPE Investment
PIPE Investment | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
PIPE Investment | 5. PIPE Investment On January 25, 2022, the Company closed a private placement of 36,947 shares of unregistered common stock, 36,959 unregistered pre-funded warrants to purchase common stock with an exercise pric e of $ 0.00035 , which did not have an expiration (the “Class A Pre-Funded Warrants”), and 73,905 unregistered warrants to purchase common stock with an exercise price of $ 115.15 per share of common stock which expire on July 25, 2027 (the “Class A Common Stock Warrants”) at a combined purchase price of $ 105.00 per share of common stock or $ 104.99965 per Class A Pre-Funded Warrant and associated Class A Common Stock Warrants to an institutional investor (the “PIPE Investment”). Net proceeds to the Company were $ 7.3 million. Roth Capital Partners, LLC (“Roth”) was engaged by the Company to act as its exclusive placement agent for the private placement. The Company paid Roth a cash fee equal to 6.0 % of the gross proceeds received by the Company in the private placement, totaling $ 465,600 and issued warrants to purchase up to 10,347 shares of common stock with an exercise price of $ 115.15 which expire on July 25, 2027 (the “Class A Placement Agent Common Stock Warrants”). The Class A Placement Agent Common Stock Warrants have substantially the same terms as the Class A Common Stock Warrants. In connection with the private placement, the Company entered into a registration rights agreement with the institutional investor, pursuant to which the Company agreed to file a registration statement to register for resale of the shares of common stock, shares of common stock underlying the Class A Pre-Funded Warrants and shares of common stock underlying the Class A Common Stock Warrants. The company filed the registration statement with the SEC on Form S-1 (File No. 333-262410) on January 28, 2022 and it became effective on February 7, 2022. On February 22, 2022, the Company received a notice of cash exercise for the total outstanding Class A Pre-Funded Warrants issued in connection with the PIPE Investment for 36,959 shares of common stock at a purchase price of $ 12.94 . Using the Black-Scholes option pricing model, the Class A Common Stock Warrants were valued in the aggregate at $ 3.6 million and the Class A Placement Agent Common Stock Warrants were valued in the aggregate at $ 0.5 million. Both were included in the issuance costs of the private placeme nt and treated as equity (see Note 12). |
2022 Public Offering
2022 Public Offering | 9 Months Ended |
Sep. 30, 2023 | |
Proposed Public Offering [Abstract] | |
2022 Public Offering | 6. 2022 Public Offering On July 28, 2022, the Company closed a public offering of 238,096 shares of its common stock and 8,333,334 warrants to purchase up to 238,095 shares of its common stock with an exercise price of $ 21.00 per share which expire on July 28, 2027 (the “Class B Common Stock Warrants”) at a combined offering price of $ 21.00 per share and associated warrant (the “July 2022 Public Offering”). Net proceeds to the Company from the offering were $ 4.5 million . Roth was engaged by the Company to act as its exclusive placement agent for the July 2022 Public Offering. The Company paid Roth a cash fee equal to 7.0 % of the gross proceeds received by the Company in the public offering, totaling $ 350,000 and issued warrants to purchase up to 16,667 shares of common stock with an exercise price of $ 26.25 per share which expire on July 25, 2027 (the “Class B Placement Agent Common Stock Warrants”). The shares of common stock, the shares of common stock underlying the Class B Common Stock Warrants and the shares of common stock underlying the Class B Placement Agent Common Stock Warrants were registered with the SEC on Form S-1 (File No. 333-266108), and was declared effective by the SEC on July 25, 2022. Using the Black-Scholes option pricing model, the Class B Common Stock Warrants were valued in the aggregate at $ 4.5 million and the Class B Placement Agent Common Stock Warrants were valued in the aggregate at $ 0.3 million. Both were included in the issuance costs of the July 2022 Public Offering and treated as equity (se e Note 12) . |
2023 Public Offering
2023 Public Offering | 9 Months Ended |
Sep. 30, 2023 | |
Proposed Public Offering [Abstract] | |
2023 Public Offering | 7. 2023 Public Offering On February 13, 2023, the Company closed a public offering of 2,888,600 shares of its common stock, 336,400 pre-funded warrants to purchase shares of common stock with an exercise price of $ 0.0001 which did not have an expiration date (the “Class C Pre-Funded Warrants”) and 6,450,000 warrants to purchase shares of common stock with an exercise price of $ 5.36 which expire on February 14, 2028 (the “Class C Common Stock Warrants”) at a combined offering price of $ 4.83 per share of common stock , or $ 4.8299 per Class C Pre-Funded Warrant and associated Class C Common Stock Warrants (the “February 2023 Public Offering”). Net cash proceeds to the Company from the offering were $ 14.0 million. Roth was engaged by the Company to act as its exclusive placement agent for the February 2023 Public Offering. The Company paid Roth a cash fee equal to 8.0 % of the gross proceeds received by the Company in the public offering, totaling $ 1.2 million. The shares of common stock, the shares of common stock underlying the Class C Pre-Funded Warrants and the shares of common stock underlying the Class C Common Stock Warrants were registered with the SEC on Form S-1 (File No. 333-268576), and was declared effective by the SEC on February 9, 2023. Between February 14, 2023 and April 6, 2023, the Company received notices of cash exercise for the Class C Pre-Funded Warrants issued in connection with the February 2023 Public Offering for 336,400 shares of common stock at a total purchase price of $ 33.64 . As of September 30, 2023 , there were no Class C Pre-Funded Warrants outstanding. Using a Monte-Carlo simulation model, the Class C Common Stock Warrants were valued in the aggregate at $ 14.0 million and included in the issuance costs of the February 2023 Public Offering and treated as a liability (see Note 12). From March 13, 2023 to September 30, 2023 , the Company issued 2,385,137 shares of common stock in connection with notices of alternative cashless exercise for the Class C Common Stock Warrants issued in connection with the February 2023 Public Offering. As of September 30, 2023, there were 487,160 of Class C Common Stock Warrants outstanding. |
Preferred Stock
Preferred Stock | 9 Months Ended |
Sep. 30, 2023 | |
Stockholders' Equity Note [Abstract] | |
Preferred Stock | 8. Preferred Stock Revelation Authorized Preferred Stock The Certificate of Amendment of the Company authorizes up to 5,000,000 shares of preferred stock, $ 0.001 par value per share, which may be issued as designated by the Board of Directors without stockholder approval. As of September 30, 2023 and as of the filing date of this Form 10-Q, there were no shares of preferred stock issued and outstanding. Series A Preferred Stock On December 19, 2022, the Company closed the sale of one share of the Company’s Series A Preferred Stock, par value $ 0.001 per share, to its Chief Executive Officer for $ 5,000.00 . The outstanding share of Series A Preferred Stock was automatically redeemed for $ 5,000.00 on January 30, 2023 upon the effectiveness of the Certificate of Amendment implementing the reverse stock split and the increase in authorized shares of common stock of the Company. The Series A Preferred Stock had 50,000,000 votes and voted 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 and to increase the number of authorized shares of common stock of the Company. The Series A Preferred Stock voted, without action by the holder, on any such proposal in the same proportion as shares of common stock voted. The Series A Preferred Stock otherwise had no voting rights except as otherwise required by the General Corporation Law of the State of Delaware. |
Units
Units | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Units | 9. Units In connection with Petra's IPO, in October of 2020, Petra issued unit's that consisted of one share of common stock and one warrant exercisable for 1/35 of a share of common stock with an exercise price of $ 402.50 per share which expire on January 10, 2027 (the “Public Warrants”), which traded on the Nasdaq Capital Market under the ticker symbol REVBU. As disclosed in Note 1, on January 13, 2023, the Company’s units were mandatorily separated, ceased to exist and stopped trading on the Nasdaq Capital Market. At the time of separation there were 1,688,598 units separated, which represented 48,246 shares of common stock and 1,688,598 Public Warrants. No new shares of common stock or Public Warrants were issued in connection with the separation. |
Common Stock
Common Stock | 9 Months Ended |
Sep. 30, 2023 | |
Stockholders' Equity Note [Abstract] | |
Common Stock | 10. Common Stock The Company is authorized under its articles of incorporation, as amended, to issue 500,000,000 shares of common stock, par value $ 0.001 per share. Reverse Split As disclosed in Note 1, on January 30, 2023, the Company filed the Certificate of Amendment reflecting the change in authorized shares of common stock from 100,000,000 to 500,000,000 and effecting a reverse stock split as of 12:01 a.m. Eastern Standard Time on February 1, 2023 with a ratio of 1-for-35 . As a result of the Reverse Split, every 35 shares of the Company’s issued and outstanding common stock automatically converted into one share of common stock, without any change in the par value per share. No fractional shares were outstanding following the Reverse Split. Any holder who would have received a fractional share of common stock automatically received an additional fraction of a share of common stock to round up to the next whole share. In addition, effective as of the same time as the Reverse Split, proportionate adjustments were made to all then-outstanding equity awards and warrants with respect to the number of shares of common stock subject to such award or warrant and the exercise price thereof. Furthermore, the number of shares of common stock available for issuance under the Company’s equity incentive plans were proportionately adjusted for the Reverse Split ratio, such that fewer shares will be subject to such plans. Common Stock Issuance due to the Business Combination On the Closing Date, the Company issued an aggregate of 282,039 shares of common stock in exchange for all outstanding Revelation Sub stock. Net proceeds from the Business Combination were $ 11.9 million, of which $ 7.7 million was escrowed pursuant to a forward share purchase agreement entered into by Petra and an institutional investor and $ 4.2 million was released to Revelation. Common Stock Issuance during the year ended December 31, 2022 On January 23, 2022, the Company issue d 36,947 shares of common stock in connection with the PIPE Investment. The Company received net proceeds of $ 7.3 million. On January 31, 2022, the Company iss ued 8,572 shares of common stock as collateral to Loeb & Loeb, LLP as part of a payment deferral of legal fees in connection with the Business Combination. On February 2, 2022, the Company issued 54 shares of common stock in connection with a notice of cash exercise for the Company’s Rollover Warrants with a total purchase price of $ 5,073 . On February 4, 2022, the Company cancelled 21,429 shares in connection with the exercise of the forward share purchase agreement and approximately $ 7.7 million that was in escrow was paid to an institutional investor. On February 22, 2022, the Company issued 36,959 shares of common stock in connection with a notice of cash exercise for the Class A Pre-Funded Warrants issued in connection with the PIPE Investment with a total purchase price of $ 12.94 . On July 28, 2022, the Company issued 238,096 shares of its common stock in connection with the July 2022 Public Offering. The Company received net proceeds of $ 4.5 million. On July 29, 2022, the Company issued 3,435 shares of common stock in connection with vested Rollover RSU awards. Common Stock Issuance during the three and nine months ended September 30, 2023 On February 13, 2023, the Company issued 2,888,600 shares of its common stock in connection with the February 2023 Public Offering. The Company received net cash proceeds of $ 14.0 million. On February 14, 2023, the Company issued 33,000 shares of common stock in connection with a notice of cash exercise for Class C Pre-Funded Warrants issued in connection with the February 2023 Public Offering with a total purchase price of $ 3.30 . On March 2, 2023, the Company issued 160,000 shares of common stock in connection with a notice of cash exercise for the Class C Pre-Funded Warrants issued in connection with the February 2023 Public Offering with a total purchase price of $ 16.00 . From March 13, 2023 to March 31, 2023, the Company issued 965,357 shares of common stock in connection with notices of alternative cashless exercise for the Class C Common Stock Warrants issued in connection with the February 2023 Public Offering. From April 1, 2023 to June 30, 2023, the Company issued 1,419,780 shares of common stock in connection with notices of alternative cashless exercise for the Class C Common Stock Warrants issued in connection with the February 2023 Public Offering. On April 6, 2023, the Company received a notice of cash exercise for the Class C Pre-Funded Warrants issued in connection with the February 2023 Public Offering for 143,400 shares of common stock at purchase price of $ 14.34 . On April 18, 2023, the Company issued 4,284 shares of common stock in connection with vested Rollover RSU awards. As of September 30, 2023 and December 31, 2022, 6,297,303 and 682,882 shares of common stock were issued and outstanding, respectively. As of September 30, 2023 , no cash dividends have been declared or paid. The total shares of common stock reserved for issuance are summarized as follows: September 30, September 30, Public Warrants (exercise price of $ 402.50 per share) 300,332 300,332 Class A Common Stock Warrants (exercise price of $ 115.15 per share) 73,905 73,905 Class A Placement Agent Common Stock Warrants (exercise price of $ 115.15 per share) 10,347 10,347 Class B Common Stock Warrants (exercise price of $ 21.00 per share) 238,095 238,095 Class B Placement Agent Common Stock Warrants (exercise price of $ 26.25 per share) 16,667 16,667 Class C Common Stock Warrants (exercise price of $ 5.36 per share) 487,160 — Rollover Warrants (exercise price of $ 93.80 per share) 4,738 4,738 Rollover RSU awards outstanding 3,006 7,290 Stock options outstanding 35,005 10,058 Shares reserved for issuance 1,169,255 661,432 Shares available for future stock grants under the 2021 Equity Incentive Plan 33,283 58,230 Total common stock reserved for issuance 1,202,538 719,662 |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 11. Stock-Based Compensation 2021 Equity Incentive Plan In January 2022, in connection with the Business Combination, the Board of Directors and the Company’s stockholders adopted the 2021 Equity Incentive Plan (the “2021 Plan”) and reserved 36,983 authorized shares of common stock for issuance under the plan. The 2021 Plan is administered by the Board of Directors. Vesting periods and other restrictions for grants under the 2021 Plan are determined at the discretion of the Board of Directors. Grants to employees, officers, directors, advisors, and consultants of the Company typically vest over one to four years . In addition, the number of shares of stock available for issuance under the 2021 Plan will be automatically increased each January 1, and began on January 1, 2022, by 10 % of the aggregate number of outstanding shares of our common stock from the first day of the preceding calendar year to the first day of the current calendar year or such lesser number as determined by our board of directors. On January 1, 2023, after effecting the Reverse Split the total shares available for issuance under the 2021 Equity Plan was increased to 68,288 authorized shares of common stock. Under the 2021 Plan, stock options and stock appreciation rights are granted at exercise prices determined by the Board of Directors which cannot be less than 100 % of the estimated fair market value of the common stock on the grant date. Incentive stock options granted to any stockholders holding 10% or more of the Company's equity cannot be granted with an exercise price of less than 110 % of the estimated fair market value of the common stock on the grant date and such options are not exercisable after five years from the grant date. As of September 30, 2023, there were 33,283 sh ares available for future grant under the 2021 Plan. Restricted Stock Units At the Closing Date of the Business Combination, all Revelation Sub RSU award holders received a Rollover RSU award in exchange for each RSU award of Revelation Sub that vest in accordance with the original terms of the award. The Company determined this to be a Type I modification but did not record any incremental stock-based compensation expense since the fair value of the modified awards immediately after the modification was not greater than the fair value of the original awards immediately before the modification. The Rollover RSU awards have time-based and milestone-based vesting conditions. Under time-based vesting conditions, the Rollover RSU awards vest quarterly over one year for grants to the Board of Directors and quarterly over four years or 25 % on the one year anniversary and the remainder vesting monthly thereafter for grants to officers, employees and consultants . The milestone-based vesting conditions vested on the Closing Date of the Business Combination. As of September 30, 2023 and December 31, 2022, the Company has a total of 3,006 and 7,290 Rollover RSU awards for shares of common stock outstanding, respectively. As of September 30, 2023, 1,371 Rollover RSU awards have fully vested but are unissued and no Rollover RSU awards have been forfeited. As of September 30, 2023, 1,635 Rollover RSU awards will vest and be issued over the next 1.4 years. Each Rollover RSU award converts to one share of common stock. Stock Options The Company has granted stock options which (i) vest fully on the date of grant; (ii) vest 25 % on the one year anniversary of the grant date or the employees hiring date, with the remainder vesting quarterly thereafter; or (iii) vest quarterly over one year, for grants to Board of Directors, officers and employees. Stock options have a maximum term of 3 or 10 years . The activity related to stock options, during the nine months ended September 30, 2023 is summarized as follows: Shares Weighted-average Exercise Price Weighted-average Remaining Contractual Term (Years) Outstanding at December 31, 2022 9,581 $ 31.91 Granted 25,424 1.19 Exercised — — Expired and forfeited — — Outstanding at September 30, 2023 35,005 $ 9.60 8.2 Exercisable at September 30, 2023 32,514 $ 6.58 8.2 For the nine months ended September 30, 2023, the weighted-average Black-Scholes value per stock option was $ 10.47 . The fair value of the stock options was estimated using the Black-Scholes option pricing model with the following w eighted-average assumptions: Volatility 126.0 % Expected term (years) 5.03 Risk-free interest rate 3.09 % Expected dividend yield 0.0 % Expected volatility is based on the historical volatility of shares of the Company’s common stock. In determining the expected term of stock options, the Company uses the “simplified” method. Under this method, the expected term is presumed to be the midpoint between the average vesting date and the end of the contractual term. The risk-free interest rate is based on the U.S. Treasury yield for a period consistent with the expected term of the stock options in effect at the time of the grants. The dividend yield assumption is based on the expectation of no future dividend payments by the Company. In addition to assumptions used in the Black-Scholes model, the Company reduces stock-based compensation expense based on actual forfeitures in the period that each forfeiture occurs. Stock-Based Compensation Expense For the three and nine months ended September 30, 2023 and 2022, the Company recorded stock-based compensation expense for the period indicated as follows: Three Months Ended Nine Months Ended 2023 2022 2023 2022 General and administrative: RSU awards $ 22,384 $ 23,928 $ 67,150 $ 108,040 Stock Options 7,216 ( 10,912 ) 48,988 36,784 General and administrative stock-based compensation expense 29,600 13,016 116,138 144,824 Research and development: RSU awards 1,898 6,021 5,694 39,608 Stock Options 598 21,638 1,794 84,323 Research and development stock-based compensation expense 2,496 27,659 7,488 123,931 Total stock-based compensation expense $ 32,096 $ 40,675 $ 123,626 $ 268,755 As of September 30, 2023, there was $ 131,185 and $ 75,191 of unrecognized stock-based compensation expense related to Rollover RSU awards and stock options, respectively. The unrecognized stock-based compensation expense is expected to be recognized over a period of 1.4 years and 2.4 years for Rollover RSU’s and stock options, respectively. |
Warrants
Warrants | 9 Months Ended |
Sep. 30, 2023 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | 12. Warrants Public Warrants In connection with Petra's IPO, Petra issued 10,511,597 Public Warrants to purchase an aggregate of 300,332 shares of common stock with an exercise price of $ 402.50 per share which expire on January 10, 2027 . The Public Warrants trade on the Nasdaq Capital Market under the ticker symbol REVBW. The Company may redeem the Public Warrants at a price of $ 0.01 per Public Warrant upon not less than 30 days’ prior written notice of redemption if, and only if, the reported last sale price of the Company’s common stock equals or exceed s $ 630.00 per share for any 20 trading days within a 30-trading day period ending on the third business day prior to the notice of redemption to the Public Warrant holders; and if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying the Public Warrants. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. Rollover Warrants Prior to the Merger, Revelation Sub issued warrants to a placement agent to purchase up to 4,792 shares of common stock with an exercise price of $ 93.80 per share which expire on January 31, 2027 , valued on the issuance date in the aggregate at $ 326,675 . At the Closing Date of the Business Combination, all warrant holders received a Rollover Warrant, which was exercisable in accordance with its original issuance. On February 2, 2022, the Company received a notice of cash exercise for the Company’s Rollover Warrants for 54 shares of common stock at a purchase price of $ 5,073 . As of September 30, 2023, there were 4,738 Rollover Warrants remaining to be exercised or exchanged. The fair value of the Rollover Warrants were estimated using the Black-Scholes option pricing model with the following assumptions: Volatility 115 % Expected term (years) 6 Risk-free interest rate 0.85 % Expected dividend yield 0.0 % Class A Pre-Funded Warrants In connection with the PIPE Investment, the Company issued pre-funded warrants to an institutional investor to purchase up to 36,959 shares of common stock at an exercise price of $ 0.00035 per share. On February 22, 2022, the Company received a notice of cash exercise for the Class A Pre-Funded Warrants issued in connection with the PIPE Investment for 36,959 shares of common stock at purchase price of $ 12.94 . As of September 30, 2023 there were no Class A Pre-Funded Warrants outstanding. Class A Common Stock Warrants In connection with the PIPE Investment, the Company issued warrants to an institutional investor to purchase up to 73,905 shares of common stock at an exercise price of $ 115.15 per share, valued on the PIPE Investment purchase date in the aggregate at $ 3.6 million and included in the issuance costs of the PIPE Investment. The warrants were exercisable immediately upon issuance, provide for a cash or cashless exercise right and expire on July 25, 2027 . The fair value of the Class A Common Stock Warrants were estimated using the Black-Scholes option pricing model with the following assumptions: Volatility 47 % Expected term (years) 5 Risk-free interest rate 1.54 % Expected dividend yield 0.0 % Class A Placement Agent Common Stock Warrants In connection with the PIPE Investment, the Company issued warrants to Roth to purchase an aggregate of 10,347 shares of common stock at an exercise price of $ 115.15 per share, valued on the PIPE Investment purchase date in the aggregate at $ 0.5 million and included in the issuance costs of the PIPE Investment. The warrants were exercisable immediately upon issuance, provide for a cash or cashless exercise right and expire on July 25, 2027 . The fair value of the Class A Placement Agent Common Stock Warrants were estimated using the Black-Scholes option pricing model with the following assumptions: Volatility 47 % Expected term (years) 5 Risk-free interest rate 1.54 % Expected dividend yield 0.0 % Class B Common Stock Warrants In connection with the July 2022 Public Offering, the Company issued 8,333,334 warrants to purchase an aggregate of 238,095 shares of common stock at an exercise price of $ 21.00 per share, valued on the public offering purchase date in the aggregate at $ 4.5 million and included in the issuance costs of the public offering. The warrants were exercisable immediately upon issuance, provide for a cash or cashless exercise right and expire on July 28, 2027 . The fair value of the Class B Common Stock Warrants were estimated using the Black-Scholes option pricing model with the following assumptions: Volatility 144 % Expected term (years) 5 Risk-free interest rate 2.69 % Expected dividend yield 0.0 % Class B Placement Agent Common Stock Warrants In connection with the July 2022 Public Offering, the Company issued warrants to the Placement Agent to purchase up to 16,667 shares of common stock at an exercise price of $ 26.25 per share, valued on the public offering purchase date in the aggregate at $ 0.3 million and included in the issuance costs of the public offering. The warrants were exercisable immediately upon issuance, provide for a cash or cashless exercise right and expire on July 25, 2027 . The fair value of the Class B Placement Agent Common Stock Warrants were estimated using the Black-Scholes option pricing model with the following assumptions: Volatility 144 % Expected term (years) 5 Risk-free interest rate 2.69 % Expected dividend yield 0.0 % Class C Pre-Funded Warrants In connection with the February 2023 Public Offering, the Company issued pre-funded warrants to purchase up to 336,400 shares of common stock at an exercise price of $ 0.0001 per share. Between February 14, 2023 and April 6, 2023, the Company received notices of cash exercise for the Class C Pre-Funded Warrants issued in connection with the February 2023 Public Offering for 336,400 shares of common stock at a total purchase price of $ 33.64 . As of September 30, 2023 , there were no Class C Pre-Funded Warrants outstanding. Class C Common Stock Warrants In connection with the February 2023 Public Offering, the Company issued warrants to purchase up to 6,450,000 shares of common stock at an exercise price of $ 5.36 per share, valued on the public offering purchase date in the aggregate at $ 13,996,500 and included in the issuance costs of the public offering. The warrants were exercisable immediately upon issuance , provide for a cash, cashless exercise right or an alternative cashless exercise right for 0.4 shares of common stock per Class C Common Stock Warrant and expire on February 14, 2028 . The Company accounted for the Class C Common Stock Warrants as current liabilities based upon the guidance of ASC 480 and ASC 815. The Company evaluated the Class C Common Stock Warrants under ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity (“ASC 815-40”), and concluded that they do not meet the criteria to be classified in stockholders’ equity. The Company concluded that the multiplier of 0.4 shares of common stock per Class C Common Stock Warrant used in the alternative cashless exercise, precludes the Class C Common Stock Warrants from being considered indexed to the Company’s stock. The Company recorded the Class C Common Stock Warrants as current liabilities on the balance sheet at fair value, with subsequent changes in their respective fair values recognized in the condensed consolidated statements of operations at each reporting date. Estimating fair values of liability-classified financial instruments requires the development of estimates that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors. In addition, option-based techniques are highly volatile and sensitive to changes in the trading market price of the Company’s common stock. Because liability-classified financial instruments are initially and subsequently carried at fair value, the Company’s financial results will reflect the volatility in these estimate and assumption changes. Changes in fair value are recognized as a component of other income (expense) in the condensed consolidated statements of operations. At the date of issuance, the Company valued the Class C Common Stock Warrants using a Monte-Carlo simulation model with a fair value of $ 14.0 million. As of September 30, 2023, the Company received notices of alternative cashless exercises for 5,962,840 Class C Common Stock Warrants issued in connection with the February 2023 Public Offering for 2,385,137 shares of common stock. As of September 30, 2023, the Company re-valued 487,160 outstanding Class C Common Stock Warrants using a Monte-Carlo simulation model with a fair value of $ 0.2 million. For the three and nine months ended September 30, 2023, the gain of $ 0.1 million and $ 8.3 million, respectively, resulting from the change in the fair value of the liability for the unexercised warrants was recorded as a change in fair value of the warrant liability in the accompanying condensed consolidated statements of operations for the three and nine months ended September 30, 2023 . |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 13. Income Taxes The quarterly provision for or benefit from income taxes is computed based upon the estimated annual effective tax rate and the year-to-date pre-tax (loss) income and other comprehensive (loss) income. The Company did no t record a provision or benefit for income taxes during the three and nine months ended September 30, 2023 and 2022, respectively. For the three and nine months ended September 30, 2023, the Company recorded non-taxable income of $ 0.1 million and $ 8.3 million, respectively, related to a change in the fair value of a warrant liability. The Company incurred taxable losses in 2022 and projects further taxable losses for 2023 . The Company did not record a benefit from income taxes because, based on evidence involving its ability to realize its deferred tax assets, the Company recorded a full valuation allowance against its deferred tax assets. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | 14. Subsequent Events In preparing these condensed consolidated financial statements, the Company has evaluated and determined there are no events and transactions for potential recognition or disclosure through November 9, 2023, the date the financial statements were available to be issued. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of the condensed consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions about future events that affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities, and reported amounts of expenses. These estimates and assumptions are based on the Company’s best estimates and judgment. The Company regularly evaluates its estimates and assumptions using historical and industry experience and other factors; however, actual results could differ materially from these estimates and could have an adverse effect on the Company’s condensed consolidated financial statements. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments purchased with original maturities of three months or less from the purchase date to be cash equivalents. The Company maintains its cash in checking and savings accounts. Income generated from cash held in savings accounts is recorded as interest income. The carrying value of the Company’s savings accounts is included in cash and approximates the fair value. |
Concentration of Credit Risk | Concentrations of Credit Risk Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash and cash equivalents. Bank deposits are held by accredited financial institutions and these deposits may at times be in excess of federally insured limits. The Company limits its credit risk associated with cash and cash equivalents by placing them with financial institutions that it believes are of high quality. The Company has not experienced any losses on its deposits of cash or cash equivalents. |
Deferred Offering Costs | Deferred Offering Costs The Company capitalizes certain legal, professional accounting and other third-party fees that are directly associated with in-process equity financings as deferred offering costs until such financings are consummated. After consummation of the equity financing, these costs are recorded as a reduction of the proceeds generated as a result of the offering. Should the planned equity financing be abandoned, the deferred offering costs will be expensed immediately as a charge to operating expenses in the condensed consolidated statements of operations. |
Property and Equipment, Net | Property and Equipment, Net Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which is five years . Maintenance and repairs are charged to operating expense as incurred. When assets are sold, or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any gain or loss is included in other income (expense). |
Leases | Leases The Company determines if an arrangement is a lease at inception. Lease right-of-use assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. For operating leases with an initial term greater than 12 months, the Company recognizes operating lease right-of-use assets and operating lease liabilities based on the present value of lease payments over the lease term at the commencement date. Operating lease right-of-use assets are comprised of the lease liability plus any lease payments made and excludes lease incentives. Lease terms include options to renew or terminate the lease when the Company is reasonably certain that the renewal option will be exercised or when it is reasonably certain that the termination option will not be exercised. For an operating lease, if the interest rate used to determine the present value of future lease payments is not readily determinable, the Company estimates the incremental borrowing rate as the discount rate for the lease. The Company’s incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments, and in similar economic environments. Lease expense for lease payments is recognized on a straight-line basis over the lease term. |
Research and Development Expenses | Research and Development Expenses Research and development expenses consist primarily of costs incurred for the development of the Company’s product candidates, REVTx-300, REVTx-100, REVTx-200, REVTx-99a/b and diagnostic product, REVDx-501. Research and development costs are charged to expense as incurred. The Company records accrued expenses for estimated preclinical, clinical study and research expenses related to the services performed but not yet invoiced pursuant to contracts with research institutions, contract research organizations, and clinical manufacturing organizations that conduct and manage preclinical studies, clinical studies, research services, and development services on the Company’s behalf. Payments for these services are based on the terms of individual agreements and payment timing may differ significantly from the period in which the services were performed. Estimates are based on factors such as the work completed, including the level of patient enrollment. The Company monitors patient enrollment levels and related activity to the extent reasonably possible and makes judgments and estimates in determining the accrued balance in each reporting period. The Company’s estimates of accrued expenses are based on the facts and circumstances known at the time. If the Company underestimates or overestimates the level of services performed or the costs of these services, actual expenses could differ from estimates. As actual costs become known, the Company adjusts accrued expenses. To date, the Company has not experienced significant changes in estimates of clinical study and development services accruals. |
Patent Costs | Patent Costs Legal costs in connection with approved patents and patent applications are expensed as incurred, as recoverability of such expenditures is uncertain. These costs are recorded in general and administrative expense in the condensed consolidated statements of operations. |
Stock-based Compensation | Stock-based Compensation The Company recognizes compensation expense related to stock options, third-party warrants, and Restricted Stock Unit (“RSU”) awards granted, based on the estimated fair value of the stock-based awards on the date of grant. The fair value of employee stock options and third-party warrants are generally determined using the Black-Scholes option-pricing model using various inputs, including estimates of historic volatility, term, risk-free rate, and future dividends. The grant date fair value of the stock-based awards, which have graded vesting, is recognized using the straight-line method over the requisite service period of each stock-based award, which is generally the vesting period of the respective stock-based awards. The Company recognizes forfeitures as they occur. |
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates applied to taxable income in the years in which those temporary differences are expected to be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized as income or loss in the period that includes the enactment date. A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized. Interest and penalties related to unrecognized tax benefits are included within the provision of income tax. To date, there have been no unrecognized tax benefits balances. |
Fair Value | Fair Value Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company’s valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The Company follows a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value. These levels of inputs are the following: • Level 1—Quoted prices in active markets for identical assets or liabilities. • Level 2—Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The Company has determined that the measurement of the fair value of the Class C Common Stock Warrants (as defined in Note 7) is a Level 3 fair value measurement and uses the Monte-Carlo simulation model for valuation (see Note 12). |
Warrant Liability | Warrant Liability The Company reviews the terms of debt instruments, equity instruments, and other financing arrangements to determine whether there are embedded derivative features, including embedded conversion options that are required to be bifurcated and accounted for separately as a derivative financial instrument. Additionally, in connection with the issuance of financing instruments, the Company may issue freestanding options and warrants. The Company accounts for its common stock warrants in accordance with ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). Based upon the provisions of ASC 480 and ASC 815, the Company accounts for common stock warrants as current liabilities if the warrant fails the equity classification criteria. Common stock warrants classified as liabilities are initially recorded at fair value on the grant date and remeasured at each balance sheet date with the offsetting adjustments recorded in change in fair value of warrant liabilities within the condensed consolidated statements of operations. The Company values its common stock warrants classified as liabilities using either the Black-Scholes option pricing model or other acceptable valuation models, including the Monte-Carlo simulation model. |
Basic and Diluted Net (Loss) Earnings per Share | Basic and Diluted Net (Loss) Earnings per Share Basic net (loss) earnings per share is calculated by dividing net (loss) income by the weighted-average number of shares of common stock outstanding during the period, without consideration of potential shares of common stock. Diluted net (loss) earnings per share is calculated by dividing net (loss) income by the weighted-average number of shares of common stock outstanding plus potential shares of common stock. Convertible preferred stock on an as converted basis, RSU awards, warrants and stock options outstanding are considered potential shares of common stock and are included in the calculation of diluted net (loss) earnings per share using the treasury stock method when their effect is dilutive. Potential shares of common stock are excluded from the calculation of diluted net (loss) earnings per share when their effect is anti-dilutive. For the three months ended September 30, 2023, there were 1,169,255 potential shares of common stock, (see Note 10), that were excluded from the calculation of diluted net loss per share because their effect was anti-dilutive. For the nine months ended September 30, 2023, there were 166,463 million potential common shares that were included in the calculation of diluted net earnings per share, which consists of: (i) 163,457 shares of common stock issuable upon the alternative cashless exercise of the Class C Common Stock Warrants and (ii) 3,006 Rollover RSU awards. For the three and nine months ended September 30, 2022, there were 661,432 potential shares of common stock, (see Note 10), that were excluded from the calculation of diluted net loss per share because their effect was anti-dilutive. The basic and diluted weighted-average shares used to compute net (loss) earnings per share in the unaudited condensed consolidated statements of operations includes the shares issued from the reverse stock split fractional share round up. |
Comprehensive (Loss) Income | Comprehensive (Loss) Income The Company has no components of comprehensive (loss) income other than net (loss) income. Thus, comprehensive (loss) income is the same as net (loss) income for the periods presented. |
Segment Reporting | Segment Reporting Operating segments are defined as components of an entity about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources in assessing performance. The Comp any has one operating segment. The Company’s chief operating decision maker, its Chief Executive Officer, manages the Company’s operations for the purposes of allocating resources and evaluating financial performance. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies that are adopted by the Company as of the specified effective date. The Company has evaluated recently issued accounting pronouncements and does not believe any will have a material impact on the Company’s condensed consolidated financial statements or related financial statement disclosures. |
Balance Sheet Details (Tables)
Balance Sheet Details (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Balance Sheet Related Disclosures [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following: September 30, December 31, Prepaid insurance costs $ 71,250 $ — Other prepaid expenses & current assets 81,387 73,132 Total prepaid expenses & current assets $ 152,637 $ 73,132 |
Schedule of Property and Equipment, Net | Property and equipment, net consisted of the following: September 30, December 31, Lab equipment $ 131,963 $ 131,963 Total property and equipment, gross 131,963 131,963 Accumulated depreciation ( 60,617 ) ( 41,830 ) Total property and equipment, net $ 71,346 $ 90,133 |
Schedule of Accrued Expenses | Accrued expenses consisted of the following: September 30, December 31, Accrued payroll and related expenses $ 507,579 $ 618,014 Accrued clinical study expenses 31,661 175,061 Accrued professional fees 223,358 75,722 Accrued clinical development costs 259,437 111,700 Accrued other expenses — 5,000 Total accrued expenses $ 1,022,035 $ 985,497 |
Common Stock (Tables)
Common Stock (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Stockholders' Equity Note [Abstract] | |
Summary of Total Shares of Common Stock Reserved for Issuance | The total shares of common stock reserved for issuance are summarized as follows: September 30, September 30, Public Warrants (exercise price of $ 402.50 per share) 300,332 300,332 Class A Common Stock Warrants (exercise price of $ 115.15 per share) 73,905 73,905 Class A Placement Agent Common Stock Warrants (exercise price of $ 115.15 per share) 10,347 10,347 Class B Common Stock Warrants (exercise price of $ 21.00 per share) 238,095 238,095 Class B Placement Agent Common Stock Warrants (exercise price of $ 26.25 per share) 16,667 16,667 Class C Common Stock Warrants (exercise price of $ 5.36 per share) 487,160 — Rollover Warrants (exercise price of $ 93.80 per share) 4,738 4,738 Rollover RSU awards outstanding 3,006 7,290 Stock options outstanding 35,005 10,058 Shares reserved for issuance 1,169,255 661,432 Shares available for future stock grants under the 2021 Equity Incentive Plan 33,283 58,230 Total common stock reserved for issuance 1,202,538 719,662 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock Options Activity | The activity related to stock options, during the nine months ended September 30, 2023 is summarized as follows: Shares Weighted-average Exercise Price Weighted-average Remaining Contractual Term (Years) Outstanding at December 31, 2022 9,581 $ 31.91 Granted 25,424 1.19 Exercised — — Expired and forfeited — — Outstanding at September 30, 2023 35,005 $ 9.60 8.2 Exercisable at September 30, 2023 32,514 $ 6.58 8.2 |
Assumptions used in Estimating Fair Value of Stock Options | The fair value of the stock options was estimated using the Black-Scholes option pricing model with the following w eighted-average assumptions: Volatility 126.0 % Expected term (years) 5.03 Risk-free interest rate 3.09 % Expected dividend yield 0.0 % |
Summary of Stock-Based Compensation Expense | For the three and nine months ended September 30, 2023 and 2022, the Company recorded stock-based compensation expense for the period indicated as follows: Three Months Ended Nine Months Ended 2023 2022 2023 2022 General and administrative: RSU awards $ 22,384 $ 23,928 $ 67,150 $ 108,040 Stock Options 7,216 ( 10,912 ) 48,988 36,784 General and administrative stock-based compensation expense 29,600 13,016 116,138 144,824 Research and development: RSU awards 1,898 6,021 5,694 39,608 Stock Options 598 21,638 1,794 84,323 Research and development stock-based compensation expense 2,496 27,659 7,488 123,931 Total stock-based compensation expense $ 32,096 $ 40,675 $ 123,626 $ 268,755 |
Warrants (Tables)
Warrants (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Class of Warrant or Right [Line Items] | |
Schedule of Fair Value of Warrants Estimated Using Black-Scholes Option Pricing Model | The fair value of the stock options was estimated using the Black-Scholes option pricing model with the following w eighted-average assumptions: Volatility 126.0 % Expected term (years) 5.03 Risk-free interest rate 3.09 % Expected dividend yield 0.0 % |
Rollover Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Schedule of Fair Value of Warrants Estimated Using Black-Scholes Option Pricing Model | The fair value of the Rollover Warrants were estimated using the Black-Scholes option pricing model with the following assumptions: Volatility 115 % Expected term (years) 6 Risk-free interest rate 0.85 % Expected dividend yield 0.0 % |
Class A Common Stock Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Schedule of Fair Value of Warrants Estimated Using Black-Scholes Option Pricing Model | The fair value of the Class A Common Stock Warrants were estimated using the Black-Scholes option pricing model with the following assumptions: Volatility 47 % Expected term (years) 5 Risk-free interest rate 1.54 % Expected dividend yield 0.0 % |
Class A Placement Agent Common Stock Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Schedule of Fair Value of Warrants Estimated Using Black-Scholes Option Pricing Model | The fair value of the Class A Placement Agent Common Stock Warrants were estimated using the Black-Scholes option pricing model with the following assumptions: Volatility 47 % Expected term (years) 5 Risk-free interest rate 1.54 % Expected dividend yield 0.0 % |
Class B Common Stock Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Schedule of Fair Value of Warrants Estimated Using Black-Scholes Option Pricing Model | The fair value of the Class B Common Stock Warrants were estimated using the Black-Scholes option pricing model with the following assumptions: Volatility 144 % Expected term (years) 5 Risk-free interest rate 2.69 % Expected dividend yield 0.0 % |
Class B Placement Agent Common Stock Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Schedule of Fair Value of Warrants Estimated Using Black-Scholes Option Pricing Model | The fair value of the Class B Placement Agent Common Stock Warrants were estimated using the Black-Scholes option pricing model with the following assumptions: Volatility 144 % Expected term (years) 5 Risk-free interest rate 2.69 % Expected dividend yield 0.0 % |
Organization and Basis of Pre_2
Organization and Basis of Presentation (Details) | 9 Months Ended | ||||||||||
Aug. 08, 2023 BusinessDays $ / shares | Feb. 01, 2023 | Jan. 30, 2023 shares | Sep. 30, 2023 USD ($) shares | Jun. 30, 2023 USD ($) | Mar. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) shares | Sep. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Units separated into common stock and public warrant description | On January 13, 2023, the Company’s units were mandatorily separated into one share of common stock and one Public Warrant and ceased trading on the Nasdaq Capital Market (see Note 9). | ||||||||||
Conversion rate (in Dollars per share) | 1 | ||||||||||
Accumulated deficit | $ | $ 23,264,199 | $ 25,346,848 | |||||||||
Stockholders' equity | $ | 8,818,523 | $ 11,414,803 | $ 10,017,646 | 1,052,453 | $ 2,227,678 | $ (1,843,009) | $ (98,511) | $ (99,470) | |||
Cash and cash equivalents | $ | $ 13,994,537 | $ 5,252,979 | |||||||||
Common stock, shares authorized | 500,000,000 | 500,000,000 | 500,000,000 | ||||||||
Reverse stock split ratio | 0.03 | 0.03 | |||||||||
Conversion of stock, shares converted | 35 | ||||||||||
Number of consecutive business days | BusinessDays | 30 | ||||||||||
Until February 5, 2024 [Member] | |||||||||||
Number of additional calendar day grace period | 180 days | ||||||||||
Maximum [Member] | |||||||||||
Common stock, shares authorized | 500,000,000 | ||||||||||
Minimum [Member] | |||||||||||
Common stock, shares authorized | 100,000,000 | ||||||||||
Bid price of common stock per share | $ / shares | $ 1 | ||||||||||
Minimum [Member] | Until February 5, 2024 [Member] | |||||||||||
Number of consecutive business days | BusinessDays | 10 | ||||||||||
Closing bid price of common stock per share | $ / shares | $ 1 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 USD ($) shares | Sep. 30, 2022 shares | Sep. 30, 2023 USD ($) Segment shares | Sep. 30, 2022 shares | |
Summary Of Significant Accounting Policies [Line Items] | ||||
Estimated useful lives | 5 years | 5 years | ||
Unrecognized tax benefits | $ | $ 0 | $ 0 | ||
Potential shares of common stock | 1,169,255 | 661,432 | 166,463 | 661,432 |
Number of operating segment | Segment | 1 | |||
Rollover RSU awards [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Potential shares included in common stock | 3,006 | |||
Class C Common Stock Warrant [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Potential shares included in common stock | 163,457 |
Business Combination (Details)
Business Combination (Details) - USD ($) $ / shares in Units, $ in Millions | Feb. 04, 2022 | Jan. 10, 2022 | Sep. 30, 2023 | Jan. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 |
Business Acquisition [Line Items] | ||||||
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | |||
Common stock reserved for issuance | 1,202,538 | 719,662 | ||||
Escrowed amount (in Dollars) | $ 7.7 | |||||
Released amount (in Dollars) | $ 4.2 | |||||
Forward Share Purchase agreement [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Shares repurchased | 21,429 | |||||
Shares amount repurchased escrowed and returned | $ 7.7 | |||||
Business Combination [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Common stock aggregate shares | 282,039 |
Balance Sheet Details - Schedul
Balance Sheet Details - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Balance Sheet Related Disclosures [Abstract] | ||
Prepaid clinical costs | $ 71,250 | |
Other prepaid expenses & current assets | 81,387 | $ 73,132 |
Total prepaid expenses & current assets | $ 152,637 | $ 73,132 |
Balance Sheet Details - Sched_2
Balance Sheet Details - Schedule of Property and Equipment, Net (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Balance Sheet Related Disclosures [Abstract] | ||
Lab equipment | $ 131,963 | $ 131,963 |
Total property and equipment, gross | 131,963 | 131,963 |
Accumulated depreciation | (60,617) | (41,830) |
Total property and equipment, net | $ 71,346 | $ 90,133 |
Balance Sheet Details - Sched_3
Balance Sheet Details - Schedule of Accrued Expenses (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Condensed Balance Sheet Statements, Captions [Line Items] | ||
Accrued payroll and related expenses | $ 507,579 | $ 618,014 |
Accrued clinical study expenses | 31,661 | 175,061 |
Accrued professional fees | 223,358 | 75,722 |
Accrued clinical development costs | 259,437 | 111,700 |
Accrued other expenses | 5,000 | |
Total accrued expenses | $ 1,022,035 | $ 985,497 |
Balance Sheet Details (Details)
Balance Sheet Details (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Balance Sheet Related Disclosures [Abstract] | |||||
Depreciation expense | $ 6,262 | $ 6,262 | $ 18,787 | $ 18,786 | |
Accrued other expenses | $ 5,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) £ in Millions | 3 Months Ended | 9 Months Ended | |||||||||
Feb. 18, 2022 USD ($) | Jan. 06, 2022 shares | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Jan. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Sep. 27, 2022 GBP (£) | Jan. 04, 2022 USD ($) shares | Feb. 28, 2021 USD ($) ft² | |
Commitments and Contingencies (Details) [Line Items] | |||||||||||
Base monthly rent | $ 9,630 | ||||||||||
Security deposit required to maintain | $ 5,564 | ||||||||||
Rent expense | $ 28,890 | $ 17,193 | $ 82,771 | $ 49,453 | |||||||
Common stocks transferred | shares | 7,001 | ||||||||||
Interest incurred | $ 0 | $ 14,383 | |||||||||
Repayments of initial public offering | $ 655,000 | ||||||||||
Unpaid banking advisory fees (in Dollars) | 2,700,000 | ||||||||||
Unpaid banking advisory fees in form of equity | 2,600,000 | ||||||||||
Deferred underwriting fees | $ 1,500,000 | ||||||||||
Unpaid invoices, plus interest and costs | 1,022,035 | 1,022,035 | $ 985,497 | £ 1.6 | |||||||
Convertible Note [Member] | |||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||
Fixed annual interest rate | 10% | ||||||||||
Convertible Note [Member] | Maximum [Member] | |||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||
Debt instrument face amount | $ 2,500,000 | ||||||||||
Petra Common Stock [Member] | Convertible Note [Member] | |||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||
Aggregate shares purchased (in Shares) | shares | 7,001 | ||||||||||
Original Lease [Member] | |||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||
Area of laboratory space subject to lease | ft² | 2,140 | ||||||||||
First Amendment [Member] | Maximum [Member] | |||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||
Operating lease term | 12 months | ||||||||||
Second Amendment [Member] | |||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||
Future minimum lease payments | $ 28,890 | $ 28,890 |
PIPE Investment (Details)
PIPE Investment (Details) - USD ($) | 3 Months Ended | 7 Months Ended | 9 Months Ended | ||||||
Feb. 22, 2022 | Feb. 02, 2022 | Jan. 25, 2022 | Jan. 23, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | |
Subsidiary, Sale of Stock [Line Items] | |||||||||
Common stock reserved for issuance | 1,202,538 | 719,662 | 1,202,538 | 1,202,538 | 719,662 | ||||
Aggregate value (in Dollars) | $ 32,096 | $ 40,675 | $ 123,626 | $ 268,755 | |||||
Class A Pre-Funded Warrants [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Purchase of shares | 36,959 | 36,959 | |||||||
Warrant exercise price (in Dollars per share) | $ 0.00035 | $ 0.00035 | $ 0.00035 | $ 0.00035 | |||||
Purchase price (in Dollars per share) | $ 12.94 | $ 104.99965 | |||||||
Class A Common Stock Warrants [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Common stock reserved for issuance | 73,905 | 73,905 | 73,905 | 73,905 | 73,905 | 73,905 | |||
Warrants and rights expiration date | Jul. 25, 2027 | ||||||||
Aggregate value (in Dollars) | $ 3,600,000 | ||||||||
Warrant exercise price (in Dollars per share) | $ 115.15 | $ 115.15 | $ 115.15 | $ 115.15 | $ 115.15 | $ 115.15 | |||
Purchase price (in Dollars per share) | $ 105 | ||||||||
Class A Placement Agent Common Stock Warrants [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Common stock reserved for issuance | 10,347 | 10,347 | 10,347 | 10,347 | 10,347 | ||||
Warrant exercise price (in Dollars per share) | $ 115.15 | $ 115.15 | $ 115.15 | $ 115.15 | $ 115.15 | ||||
Warrant [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Purchase price (in Dollars per share) | $ 5,073 | ||||||||
Securities Purchase Agreement [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Purchase of shares | 36,947 | ||||||||
Placement Agent [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Common stock reserved for issuance | 10,347 | 10,347 | 10,347 | ||||||
Warrants and rights expiration date | Jul. 25, 2027 | ||||||||
Cash fee, percentage | 6% | ||||||||
Issuance costs | $ 465,600 | ||||||||
Warrant exercise price (in Dollars per share) | $ 115.15 | $ 115.15 | $ 115.15 | ||||||
Private Placement [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Purchase of shares | 36,947 | ||||||||
Proceeds from PIPE investment, net issuance costs | $ 7,300,000 | ||||||||
Aggregate value (in Dollars) | $ 500,000 |
2022 Public Offering (Details)
2022 Public Offering (Details) - USD ($) | Feb. 13, 2023 | Jul. 28, 2022 | Sep. 30, 2023 | Sep. 30, 2022 |
Public Offering [Line Items] | ||||
Issuance of common stock (Shares) | 2,888,600 | 238,096 | ||
Net proceeds received from public offering | $ 14,000,000 | $ 4,500,000 | ||
Percentage of placement agent cash fee on gross proceeds received | 8% | 7% | ||
Placement agent cash fee amount | $ 1,200,000 | $ 350,000 | ||
New Common Stock Warrant [Member] | ||||
Public Offering [Line Items] | ||||
Warrants to purchase an aggregate shares of common stock | 8,333,334 | |||
Class B Common Stock Warrants [Member] | ||||
Public Offering [Line Items] | ||||
Shares issued, price per share | $ 21 | |||
Warrants and rights expiration date | Jul. 28, 2027 | |||
Warrants to purchase an aggregate shares of common stock | 238,095 | 8,333,334 | ||
Warrant exercise price, per share | $ 21 | $ 21 | $ 21 | |
Aggregate value of warrants | $ 4,500,000 | |||
Class B Placement Agent Common Stock Warrants [Member] | ||||
Public Offering [Line Items] | ||||
Warrants and rights expiration date | Jul. 25, 2027 | |||
Warrants to purchase an aggregate shares of common stock | 16,667 | 16,667 | ||
Warrant exercise price, per share | $ 26.25 | $ 26.25 | $ 26.25 | |
Aggregate value of warrants | $ 300,000 |
2023 Public Offering (Details)
2023 Public Offering (Details) - USD ($) | 2 Months Ended | 7 Months Ended | 9 Months Ended | ||||||
Apr. 06, 2023 | Mar. 02, 2023 | Feb. 14, 2023 | Feb. 13, 2023 | Jul. 28, 2022 | Apr. 06, 2023 | Sep. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | |
Public Offering [Line Items] | |||||||||
Issuance of common stock (Shares) | 2,888,600 | 238,096 | |||||||
Net proceeds received from public offering | $ 14,000,000 | $ 4,500,000 | |||||||
Percentage of placement agent cash fee on gross proceeds received | 8% | 7% | |||||||
Placement agent cash fee amount | $ 1,200,000 | $ 350,000 | |||||||
Class C Pre-Funded Warrants [Member] | |||||||||
Public Offering [Line Items] | |||||||||
Issuance of common stock (Shares) | 336,400 | ||||||||
Purchase price | $ 14.34 | $ 16 | $ 3.30 | $ 0.0001 | $ 33.64 | ||||
Purchase price, per share | $ 4.8299 | $ 0.0001 | $ 0.0001 | ||||||
Purchase of shares | 143,400 | 160,000 | 33,000 | 336,400 | |||||
Warrants outstanding | 0 | ||||||||
Class C Common Stock Warrant [Member] | |||||||||
Public Offering [Line Items] | |||||||||
Issuance of common stock (Shares) | 6,450,000 | 2,385,137 | |||||||
Shares issued, price per share | $ 5.36 | ||||||||
Warrants and rights expiration date | Feb. 14, 2028 | ||||||||
Purchase price, per share | $ 4.83 | $ 5.36 | $ 5.36 | ||||||
Aggregate value of warrants | $ 14,000,000 | ||||||||
Warrants outstanding | 487,160 | 487,160 | |||||||
Class B Common Stock Warrants [Member] | |||||||||
Public Offering [Line Items] | |||||||||
Shares issued, price per share | $ 21 | ||||||||
Warrants and rights expiration date | Jul. 28, 2027 | ||||||||
Purchase price, per share | $ 21 | $ 21 | $ 21 | $ 21 | |||||
Aggregate value of warrants | $ 4,500,000 |
Preferred Stock (Details)
Preferred Stock (Details) - USD ($) | 9 Months Ended | |||
Jan. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 19, 2022 | |
Class of Stock [Line Items] | ||||
Preferred stock, par value (in Dollars per share) | $ 0.001 | |||
Conversion rate (in Dollars per share) | 1 | |||
Maximum [Member] | ||||
Class of Stock [Line Items] | ||||
Preferred stock, shares authorized | 5,000,000 | |||
Series A Preferred Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Preferred stock, shares authorized | 0 | 1 | ||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | |
Preferred stock, shares issued | 0 | 1 | ||
Preferred stock, votes | 50,000,000 | |||
Cash paid to purchaser | $ 0 | $ 5,000 | $ 5,000 | |
Preferred stock, redemption amount | $ 5,000 |
Units (Details)
Units (Details) - $ / shares | 9 Months Ended | ||
Jan. 13, 2023 | Sep. 30, 2023 | Oct. 31, 2020 | |
Public Offering [Line Items] | |||
Warrant for issuing description | October of 2020, Petra issued unit's that consisted of one share of common stock and one warrant exercisable for 1/35 of a share of common stock with an exercise price of $402.50 per share which expire on January 10, 2027 (the “Public Warrants”), which traded on the Nasdaq Capital Market under the ticker symbol REVBU. | ||
Number of units seperation | 1,688,598 | ||
Public Warrants [Member] | |||
Public Offering [Line Items] | |||
Number of units seperation | 1,688,598 | ||
Number of new shares issued | 0 | ||
Common Stock [Member] | |||
Public Offering [Line Items] | |||
Number of units seperation | 48,246 | ||
Number of new shares issued | 0 | ||
Initial Public Offering [Member] | |||
Public Offering [Line Items] | |||
Share price | $ 402.5 |
Common Stock (Details)
Common Stock (Details) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 9 Months Ended | ||||||||||||||||||
Apr. 18, 2023 shares | Apr. 06, 2023 $ / shares shares | Mar. 02, 2023 $ / shares shares | Feb. 14, 2023 $ / shares shares | Feb. 13, 2023 USD ($) $ / shares shares | Feb. 01, 2023 | Jan. 30, 2023 $ / shares shares | Jul. 29, 2022 shares | Jul. 28, 2022 USD ($) shares | Feb. 22, 2022 $ / shares shares | Feb. 04, 2022 USD ($) shares | Feb. 02, 2022 USD ($) $ / shares shares | Jan. 25, 2022 $ / shares shares | Jan. 23, 2022 USD ($) shares | Jan. 10, 2022 USD ($) shares | Mar. 31, 2023 shares | Apr. 06, 2023 $ / shares shares | Jun. 30, 2023 shares | Sep. 30, 2022 shares | Sep. 30, 2023 USD ($) $ / shares shares | Dec. 31, 2022 $ / shares shares | Jan. 31, 2022 shares | |
Class of Stock [Line Items] | ||||||||||||||||||||||
Common stock, shares authorized | 500,000,000 | 500,000,000 | 500,000,000 | |||||||||||||||||||
Common stock, par value (in Dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||||||
Reverse stock split ratio | 0.03 | 0.03 | ||||||||||||||||||||
Reverse stock split term | As a result of the Reverse Split, every 35 shares of the Company’s issued and outstanding common stock automatically converted into one share of common stock, without any change in the par value per share. No fractional shares were outstanding following the Reverse Split. Any holder who would have received a fractional share of common stock automatically received an additional fraction of a share of common stock to round up to the next whole share. In addition, effective as of the same time as the Reverse Split, proportionate adjustments were made to all then-outstanding equity awards and warrants with respect to the number of shares of common stock subject to such award or warrant and the exercise price thereof. Furthermore, the number of shares of common stock available for issuance under the Company’s equity incentive plans were proportionately adjusted for the Reverse Split ratio, such that fewer shares will be subject to such plans. | |||||||||||||||||||||
Proceeds from business combination | $ | $ 11,900,000 | |||||||||||||||||||||
Escrowed amount (in Dollars) | $ | 7,700,000 | |||||||||||||||||||||
Released amount (in Dollars) | $ | $ 4,200,000 | |||||||||||||||||||||
Common stock, shares issued | 6,297,303 | 682,882 | ||||||||||||||||||||
Common stock, shares outstanding | 6,297,303 | 682,882 | ||||||||||||||||||||
Cash dividends declared or paid | $ | $ 0 | |||||||||||||||||||||
Minimum [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Common stock, shares authorized | 100,000,000 | |||||||||||||||||||||
Maximum [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Common stock, shares authorized | 500,000,000 | |||||||||||||||||||||
Rollover RSU Awards [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Vested Rollover RSU Awards | 4,284 | 3,435 | ||||||||||||||||||||
July 2022 Public Offering [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Net proceeds from sale and issuance of common stock | $ | $ 4,500,000 | |||||||||||||||||||||
Purchase of shares | 238,096 | |||||||||||||||||||||
February 2023 Public Offering [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Net proceeds from sale and issuance of common stock | $ | $ 14,000,000 | |||||||||||||||||||||
Purchase of shares | 2,888,600 | 965,357 | 1,419,780 | |||||||||||||||||||
Common Stock Issuance [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Common stock, shares issued | 8,572 | |||||||||||||||||||||
Securities Purchase Agreement [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Net proceeds from sale and issuance of common stock | $ | $ 7,300,000 | |||||||||||||||||||||
Purchase of shares | 36,947 | |||||||||||||||||||||
Forward Share Purchase agreement [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Shares repurchased | 21,429 | |||||||||||||||||||||
Shares amount repurchased escrowed and returned | $ | $ 7,700,000 | |||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Vested Rollover RSU Awards | 4,284 | 3,435 | ||||||||||||||||||||
Class A Pre-Funded Warrants [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Purchase of shares | 36,959 | 36,959 | ||||||||||||||||||||
Purchase price (in Dollars per share) | $ / shares | $ 12.94 | $ 104.99965 | ||||||||||||||||||||
Warrants shares | 36,959 | |||||||||||||||||||||
Class C Pre-Funded Warrants [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Purchase of shares | 143,400 | 160,000 | 33,000 | 336,400 | ||||||||||||||||||
Purchase price (in Dollars per share) | $ / shares | $ 14.34 | $ 16 | $ 3.30 | $ 0.0001 | $ 33.64 | |||||||||||||||||
Warrant [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Purchase price (in Dollars per share) | $ / shares | $ 5,073 | |||||||||||||||||||||
Warrants shares | 54 | 4,738 | ||||||||||||||||||||
Warrants, value | $ | $ 5,073 | |||||||||||||||||||||
Business Combination [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Common stock aggregate shares | 282,039 |
Common Stock - Summary of Total
Common Stock - Summary of Total Shares of Common Stock Reserved for Issuance (Details) - shares | Sep. 30, 2023 | Sep. 30, 2022 | Jan. 25, 2022 |
Class of Stock [Line Items] | |||
Common stock reserved for issuance | 1,202,538 | 719,662 | |
Rollover RSU Awards Outstanding [Member] | |||
Class of Stock [Line Items] | |||
Common stock reserved for issuance | 3,006 | 7,290 | |
Stock Options Outstanding [Member] | |||
Class of Stock [Line Items] | |||
Common stock reserved for issuance | 35,005 | 10,058 | |
Dilutive Shares Reserved for Issuance [Member] | |||
Class of Stock [Line Items] | |||
Common stock reserved for issuance | 1,169,255 | 661,432 | |
Shares Available for Future Stock Grants under 2021 Equity Plan [Member] | |||
Class of Stock [Line Items] | |||
Common stock reserved for issuance | 33,283 | 58,230 | |
Public Warrants [Member] | |||
Class of Stock [Line Items] | |||
Common stock reserved for issuance | 300,332 | 300,332 | |
Class A Common Stock Warrants [Member] | |||
Class of Stock [Line Items] | |||
Common stock reserved for issuance | 73,905 | 73,905 | 73,905 |
Class A Placement Agent Common Stock Warrants [Member] | |||
Class of Stock [Line Items] | |||
Common stock reserved for issuance | 10,347 | 10,347 | |
Class B Common Stock Warrants [Member] | |||
Class of Stock [Line Items] | |||
Common stock reserved for issuance | 238,095 | 238,095 | |
Class B Placement Agent Common Stock Warrants [Member] | |||
Class of Stock [Line Items] | |||
Common stock reserved for issuance | 16,667 | 16,667 | |
Class C Common Stock Warrant [Member] | |||
Class of Stock [Line Items] | |||
Common stock reserved for issuance | 487,160 | ||
Rollover Warrants [Member] | |||
Class of Stock [Line Items] | |||
Common stock reserved for issuance | 4,738 | 4,738 |
Common Stock - Summary of Tot_2
Common Stock - Summary of Total Shares of Common Stock Reserved for Issuance (Parenthetical) (Details) - $ / shares | Sep. 30, 2023 | Feb. 13, 2023 | Sep. 30, 2022 | Jul. 28, 2022 | Jan. 25, 2022 |
Public Warrants [Member] | |||||
Class of Stock [Line Items] | |||||
Warrant exercise price, per share | $ 402.5 | $ 402.5 | |||
Class A Common Stock Warrants [Member] | |||||
Class of Stock [Line Items] | |||||
Warrant exercise price, per share | 115.15 | 115.15 | $ 115.15 | ||
Class A Placement Agent Common Stock Warrants [Member] | |||||
Class of Stock [Line Items] | |||||
Warrant exercise price, per share | 115.15 | 115.15 | |||
Class B Common Stock Warrants [Member] | |||||
Class of Stock [Line Items] | |||||
Warrant exercise price, per share | 21 | 21 | $ 21 | ||
Class B Placement Agent Common Stock Warrants [Member] | |||||
Class of Stock [Line Items] | |||||
Warrant exercise price, per share | 26.25 | 26.25 | $ 26.25 | ||
Class C Pre-Funded Warrants [Member] | |||||
Class of Stock [Line Items] | |||||
Warrant exercise price, per share | 0.0001 | $ 4.8299 | |||
Class C Common Stock Warrant [Member] | |||||
Class of Stock [Line Items] | |||||
Warrant exercise price, per share | 5.36 | $ 4.83 | |||
Rollover Warrants [Member] | |||||
Class of Stock [Line Items] | |||||
Warrant exercise price, per share | $ 93.8 | $ 93.8 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - USD ($) | 9 Months Ended | ||||
Sep. 30, 2023 | Jan. 01, 2023 | Dec. 31, 2022 | Jan. 31, 2022 | Jan. 01, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Percentage of aggregate number of outstanding shares of common stock | 10% | ||||
Weighted-average Black-Scholes value per stock option | $ 10.47 | ||||
Minimum [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 1 year | ||||
Maximum [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 4 years | ||||
Board of Directors [Member] | Minimum [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Exercise price based on estimated fair market value of common stock | 100% | ||||
Incentive Stock Options [Member] | Maximum [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Exercisable period | 5 years | ||||
Incentive Stock Options [Member] | Any Stockholders Holding 10% or More of Equity [Member] | Minimum [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Exercise price based on estimated fair market value of common stock | 110% | ||||
Time-based Restricted Stock Units [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting, description | Under time-based vesting conditions, the Rollover RSU awards vest quarterly over one year for grants to the Board of Directors and quarterly over four years or 25% on the one year anniversary and the remainder vesting monthly thereafter for grants to officers, employees and consultants. | ||||
Time-based Restricted Stock Units [Member] | Board of Directors [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 1 year | ||||
Vesting, description | RSU awards vest quarterly over one year for grants to the Board of Directors | ||||
Time-based Restricted Stock Units [Member] | Officers, Employees and Consultants [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting, description | quarterly over four years or 25% on the one year anniversary and the remainder vesting monthly thereafter for grants to officers, employees and consultants | ||||
Time-based Restricted Stock Units [Member] | Officers, Employees and Consultants [Member] | 25% on One Year Anniversary | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting percentage | 25% | ||||
Time-based Restricted Stock Units [Member] | Officers, Employees and Consultants [Member] | Vesting Quarterly over Four Years [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 4 years | ||||
Stock Options [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting, description | (i) vest fully on the date of grant; (ii) vest 25% on the one year anniversary of the grant date or the employees hiring date, with the remainder vesting quarterly thereafter; or (iii) vest quarterly over one year, for grants to Board of Directors, officers and employees. | ||||
Stock options, minimum term | 3 years | ||||
Stock options, maximum term | 10 years | ||||
Unrecognized stock-based compensation expense related to stock options | $ 75,191 | ||||
Unrecognized stock-based compensation expense, expected period for recognition | 2 years 4 months 24 days | ||||
Options, granted | 25,424 | ||||
Stock Options [Member] | 25% on One Year Anniversary | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting percentage | 25% | ||||
Rollover Restricted Stock Units [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 1 year 4 months 24 days | ||||
Unrecognized stock-based compensation expense related to awards | $ 131,185 | ||||
Unrecognized stock-based compensation expense, expected period for recognition | 1 year 4 months 24 days | ||||
Awards outstanding | 3,006 | 7,290 | |||
Awards vested, and unissued | 1,371 | ||||
Awards, expected to vest | 1,635 | ||||
2021 Equity Incentive Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares authorized | 68,288 | 36,983 | |||
Shares available for future grant | 33,283 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Stock Options Activity (Details) - Stock Options [Member] | 9 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding [Roll Forward] | |
Outstanding at December 31, 2022 | shares | 9,581 |
Granted | shares | 25,424 |
Expired and forfeited | shares | 0 |
Outstanding at September 30, 2023 | shares | 35,005 |
Exercisable at September 30, 2023 | shares | 32,514 |
Weighted-average Exercise Price | |
Outstanding at December 31, 2022 | $ / shares | $ 31.91 |
Granted | $ / shares | 1.19 |
Expired and forfeited | $ / shares | 0 |
Outstanding at September 30, 2023 | $ / shares | 9.6 |
Exercisable at September 30, 2023 | $ / shares | $ 6.58 |
Weighted-average Remaining Contractual Term (Years) | |
Outstanding at September 30, 2023 | 8 years 2 months 12 days |
Exercisable at September 30, 2023 | 8 years 2 months 12 days |
Stock-Based Compensation - Assu
Stock-Based Compensation - Assumptions used in Estimating Fair Value of Stock Options (Details) - Stock Options [Member] | 9 Months Ended |
Sep. 30, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Volatility | 126% |
Expected term (years) | 5 years 10 days |
Risk-free interest rate | 3.09% |
Expected dividend yield | 0% |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock-Based Compensation Expense (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | $ 32,096 | $ 40,675 | $ 123,626 | $ 268,755 |
General and Administrative [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | 29,600 | 13,016 | 116,138 | 144,824 |
General and Administrative [Member] | Restricted Stock Units [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | 22,384 | 23,928 | 67,150 | 108,040 |
General and Administrative [Member] | Stock Options [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | 7,216 | (10,912) | 48,988 | 36,784 |
Research and Development [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | 2,496 | 27,659 | 7,488 | 123,931 |
Research and Development [Member] | Restricted Stock Units [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | 1,898 | 6,021 | 5,694 | 39,608 |
Research and Development [Member] | Stock Options [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | $ 598 | $ 21,638 | $ 1,794 | $ 84,323 |
Warrants (Details)
Warrants (Details) - USD ($) | 2 Months Ended | 3 Months Ended | 9 Months Ended | |||||||||||
Apr. 06, 2023 | Mar. 02, 2023 | Feb. 14, 2023 | Feb. 13, 2023 | Feb. 22, 2022 | Feb. 02, 2022 | Jan. 25, 2022 | Apr. 06, 2023 | Sep. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Feb. 28, 2023 | Dec. 31, 2022 | Jul. 28, 2022 | |
Class of Warrant or Right [Line Items] | ||||||||||||||
Common stock, shares issued | 6,297,303 | 6,297,303 | 682,882 | |||||||||||
Change in fair value of warrant liability | $ 92,561 | $ 8,260,735 | $ 0 | |||||||||||
Rollover Warrants [Member] | ||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||
Warrants to purchase an aggregate shares of common stock | 4,792 | 4,792 | ||||||||||||
Warrant exercise price (in Dollars per share) | $ 93.8 | $ 93.8 | $ 93.8 | |||||||||||
Warrant expiration date | Jan. 31, 2027 | Jan. 31, 2027 | ||||||||||||
Proceeds from issuance of warrants | $ 326,675 | |||||||||||||
Class A Common Stock Warrants [Member] | ||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||
Warrants to purchase an aggregate shares of common stock | 73,905 | 73,905 | ||||||||||||
Warrant exercise price (in Dollars per share) | $ 115.15 | $ 115.15 | $ 115.15 | 115.15 | ||||||||||
Warrant expiration date | Jul. 25, 2027 | Jul. 25, 2027 | ||||||||||||
Proceeds from issuance of warrants | $ 3,600,000 | |||||||||||||
Purchase price (in Dollars per share) | 105 | |||||||||||||
Warrants [Member] | ||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||
Warrants shares | 54 | 4,738 | 4,738 | |||||||||||
Purchase price (in Dollars per share) | $ 5,073 | |||||||||||||
Class A Placement Agent Common Stock Warrants [Member] | ||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||
Warrants to purchase an aggregate shares of common stock | 10,347 | 10,347 | ||||||||||||
Warrant exercise price (in Dollars per share) | $ 115.15 | $ 115.15 | 115.15 | |||||||||||
Warrant expiration date | Jul. 25, 2027 | Jul. 25, 2027 | ||||||||||||
Proceeds from issuance of warrants | $ 500,000 | |||||||||||||
Class A Pre-Funded Warrants [Member] | ||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||
Warrants to purchase an aggregate shares of common stock | 36,959 | 36,959 | ||||||||||||
Warrant exercise price (in Dollars per share) | $ 0.00035 | $ 0.00035 | $ 0.00035 | |||||||||||
Purchase of shares | 36,959 | 36,959 | ||||||||||||
Warrants shares | 36,959 | |||||||||||||
Purchase price (in Dollars per share) | $ 12.94 | $ 104.99965 | ||||||||||||
Public Warrants [Member] | ||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||
Warrant exercise price (in Dollars per share) | $ 402.5 | 402.5 | 402.5 | |||||||||||
Purchase price (in Dollars per share) | $ 0.01 | |||||||||||||
Public Warrants [Member] | IPO [Member] | ||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||
Warrants to purchase an aggregate shares of common stock | 10,511,597 | 10,511,597 | ||||||||||||
Common stock aggregate shares | 300,332 | |||||||||||||
Warrant exercise price (in Dollars per share) | $ 402.5 | $ 402.5 | ||||||||||||
Warrant expiration date | Jan. 10, 2027 | Jan. 10, 2027 | ||||||||||||
Class C Pre-Funded Warrants [Member] | ||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||
Warrants to purchase an aggregate shares of common stock | 336,400 | 336,400 | ||||||||||||
Warrant exercise price (in Dollars per share) | $ 4.8299 | $ 0.0001 | $ 0.0001 | |||||||||||
Purchase of shares | 143,400 | 160,000 | 33,000 | 336,400 | ||||||||||
Purchase price (in Dollars per share) | $ 14.34 | $ 16 | $ 3.30 | 0.0001 | $ 33.64 | |||||||||
Warrants outstanding | 0 | |||||||||||||
Class B Common Stock Warrants [Member] | ||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||
Warrants to purchase an aggregate shares of common stock | 8,333,334 | 8,333,334 | 238,095 | |||||||||||
Common stock aggregate shares | 238,095 | |||||||||||||
Warrant exercise price (in Dollars per share) | $ 21 | $ 21 | 21 | $ 21 | ||||||||||
Warrant expiration date | Jul. 28, 2027 | Jul. 28, 2027 | ||||||||||||
Proceeds from issuance of warrants | $ 4,500,000 | |||||||||||||
Class B Placement Agent Common Stock Warrants [Member] | ||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||
Warrants to purchase an aggregate shares of common stock | 16,667 | 16,667 | 16,667 | |||||||||||
Warrant exercise price (in Dollars per share) | $ 26.25 | $ 26.25 | $ 26.25 | $ 26.25 | ||||||||||
Warrant expiration date | Jul. 25, 2027 | Jul. 25, 2027 | ||||||||||||
Proceeds from issuance of warrants | $ 300,000 | |||||||||||||
Class C Common Stock Warrant [Member] | ||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||
Warrants to purchase an aggregate shares of common stock | 6,450,000 | 6,450,000 | ||||||||||||
Warrant exercise price (in Dollars per share) | $ 4.83 | $ 5.36 | $ 5.36 | |||||||||||
Warrant expiration date | Feb. 14, 2028 | Feb. 14, 2028 | ||||||||||||
Proceeds from issuance of warrants | $ 13,996,500 | |||||||||||||
Warrants shares | 5,962,840 | 5,962,840 | ||||||||||||
Common stock, shares issued | 2,385,137 | 2,385,137 | ||||||||||||
Fair value of warrants | $ 200,000 | $ 200,000 | $ 14,000,000 | |||||||||||
Change in fair value of warrant liability | $ (100,000) | $ (8,300,000) | ||||||||||||
Revalued outstanding warrant | 487,160 | 487,160 | ||||||||||||
Minimum [Member] | Public Warrants [Member] | ||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||
Sale of stock price | $ 630 | $ 630 | ||||||||||||
Common Stock [Member] | Class C Common Stock Warrant [Member] | ||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||
Warrant exercise price (in Dollars per share) | $ 0.4 | $ 0.4 |
Warrants - Schedule of Fair Val
Warrants - Schedule of Fair Value of Warrants Estimated Using Black-Scholes Option Pricing Model (Details) | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Rollover Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Volatility | 115% |
Expected term (years) | 6 years |
Risk free interest rate | 0.85% |
Expected dividend yield | $ 0 |
Class A Common Stock Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Volatility | 47% |
Expected term (years) | 5 years |
Risk free interest rate | 1.54% |
Expected dividend yield | $ 0 |
Class A Placement Agent Common Stock Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Volatility | 47% |
Expected term (years) | 5 years |
Risk free interest rate | 1.54% |
Expected dividend yield | $ 0 |
Class B Common Stock Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Volatility | 144% |
Expected term (years) | 5 years |
Risk free interest rate | 2.69% |
Expected dividend yield | $ 0 |
Class B Placement Agent Common Stock Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Volatility | 144% |
Expected term (years) | 5 years |
Risk free interest rate | 2.69% |
Expected dividend yield | $ 0 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Provision for income taxes | $ 0 | $ 0 | $ 0 | $ 0 |
Non-taxable income from fair value change of warrant liability | $ 100,000 | $ 8,300,000 |