Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 10, 2023 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-40874 | |
Entity Registrant Name | Cingulate Inc. | |
Entity Central Index Key | 0001862150 | |
Entity Tax Identification Number | 86-3825535 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 1901 W. 47th Place | |
Entity Address, City or Town | Kansas City | |
Entity Address, State or Province | KS | |
Entity Address, Postal Zip Code | 66205 | |
City Area Code | (913) | |
Local Phone Number | 942-2300 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 18,740,006 | |
Common Stock, par value $0.0001 per share | ||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Trading Symbol | CING | |
Security Exchange Name | NASDAQ | |
Warrants, exercisable for one share of common stock | ||
Title of 12(b) Security | Warrants, exercisable for one share of common stock | |
Trading Symbol | CINGW | |
Security Exchange Name | NASDAQ |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 1,986,313 | $ 5,356,276 |
Miscellaneous receivables | 5,836 | 234,432 |
Prepaid expenses and other current assets | 910,286 | 2,278,944 |
Total current assets | 2,902,435 | 7,869,652 |
Property and equipment, net | 2,531,330 | 2,904,787 |
Operating lease right-of-use assets | 436,493 | 630,618 |
Total assets | 5,870,258 | 11,405,057 |
Current liabilities: | ||
Accounts payable | 1,670,436 | 762,357 |
Accrued expenses | 692,008 | 894,635 |
Note payable | 3,000,000 | 5,000,000 |
Finance lease liability, current | 16,805 | 16,053 |
Operating lease liability, current | 353,183 | 339,755 |
Total current liabilities | 5,732,432 | 7,012,800 |
Long-term liabilities: | ||
Finance lease liability, net of current | 8,792 | 21,487 |
Operating lease liability, net of current | 225,368 | 488,748 |
Total long-term liabilities | 234,160 | 510,235 |
Total liabilities | 5,966,592 | 7,523,035 |
Stockholders’ Equity | ||
Common Stock, $0.0001 par value; 240,000,000 shares authorized and 17,378,798 and 11,309,412 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively | 1,738 | 1,131 |
Preferred Stock, $0.0001 par value; 10,000,000 shares authorized and 0 shares issued and outstanding as of September 30, 2023 and December 31, 2022 | ||
Additional Paid-in-Capital | 85,910,674 | 73,289,387 |
Accumulated deficit | (86,008,746) | (69,408,496) |
Total stockholders’ equity | (96,334) | 3,882,022 |
Total liabilities and stockholders’ equity | $ 5,870,258 | $ 11,405,057 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 240,000,000 | 240,000,000 |
Common stock, shares issued | 17,378,798 | 11,309,412 |
Common stock, shares outstanding | 17,378,798 | 11,309,412 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Operating expenses: | ||||
Research and development | $ 3,923,852 | $ 2,123,114 | $ 10,508,395 | $ 7,063,626 |
General and administrative | 1,825,822 | 1,845,248 | 5,453,643 | 5,963,067 |
Operating loss | (5,749,674) | (3,968,362) | (15,962,038) | (13,026,693) |
Interest and other income (expense), net | (229,380) | (58,885) | (638,212) | (44,512) |
Loss before income taxes | (5,979,054) | (4,027,247) | (16,600,250) | (13,071,205) |
Income tax benefit (expense) | ||||
Net loss | (5,979,054) | (4,027,247) | (16,600,250) | (13,071,205) |
Other comprehensive income (loss): | ||||
Change in unrealized loss on short-term investments | 3,249 | (166) | ||
Comprehensive loss | $ (5,979,054) | $ (4,023,998) | $ (16,600,250) | $ (13,071,371) |
Net loss per share of common stock, basic | $ (0.30) | $ (0.36) | $ (1.16) | $ (1.16) |
Net loss per share of common stock, diluted | $ (0.30) | $ (0.36) | $ (1.16) | $ (1.16) |
Weighted average number of shares used in computing net loss per share of common stock, basic | 19,766,654 | 11,309,412 | 14,287,942 | 11,309,412 |
Weighted average number of shares used in computing net loss per share of common stock, diluted | 19,766,654 | 11,309,412 | 14,287,942 | 11,309,412 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Total |
Balance at Dec. 31, 2021 | $ 1,131 | $ 72,574,510 | $ (51,732,264) | $ 165 | $ 20,843,542 |
Balance, shares at Dec. 31, 2021 | 11,309,412 | ||||
Unrealized losses on available for sale investments | (2,948) | (2,948) | |||
Stock-based compensation expense | 181,518 | 181,518 | |||
Net loss | (5,003,511) | (5,003,511) | |||
Balance at Mar. 31, 2022 | $ 1,131 | 72,756,028 | (56,735,775) | (2,783) | 16,018,601 |
Balance, shares at Mar. 31, 2022 | 11,309,412 | ||||
Balance at Dec. 31, 2021 | $ 1,131 | 72,574,510 | (51,732,264) | 165 | 20,843,542 |
Balance, shares at Dec. 31, 2021 | 11,309,412 | ||||
Net loss | (13,071,205) | ||||
Balance at Sep. 30, 2022 | $ 1,131 | 73,168,870 | (64,803,469) | 8,366,532 | |
Balance, shares at Sep. 30, 2022 | 11,309,412 | ||||
Balance at Mar. 31, 2022 | $ 1,131 | 72,756,028 | (56,735,775) | (2,783) | 16,018,601 |
Balance, shares at Mar. 31, 2022 | 11,309,412 | ||||
Unrealized losses on available for sale investments | (466) | (466) | |||
Stock-based compensation expense | 207,186 | 207,186 | |||
Net loss | (4,040,447) | (4,040,447) | |||
Balance at Jun. 30, 2022 | $ 1,131 | 72,963,214 | (60,776,222) | (3,249) | 12,184,874 |
Balance, shares at Jun. 30, 2022 | 11,309,412 | ||||
Unrealized losses on available for sale investments | 3,249 | 3,249 | |||
Stock-based compensation expense | 205,656 | 205,656 | |||
Net loss | (4,027,247) | (4,027,247) | |||
Balance at Sep. 30, 2022 | $ 1,131 | 73,168,870 | (64,803,469) | 8,366,532 | |
Balance, shares at Sep. 30, 2022 | 11,309,412 | ||||
Balance at Dec. 31, 2022 | $ 1,131 | 73,289,387 | (69,408,496) | 3,882,022 | |
Balance, shares at Dec. 31, 2022 | 11,309,412 | ||||
Stock-based compensation expense | 204,479 | 204,479 | |||
Net loss | (4,004,887) | (4,004,887) | |||
Balance at Mar. 31, 2023 | $ 1,131 | 73,493,866 | (73,413,383) | 81,614 | |
Balance, shares at Mar. 31, 2023 | 11,309,412 | ||||
Balance at Dec. 31, 2022 | $ 1,131 | 73,289,387 | (69,408,496) | 3,882,022 | |
Balance, shares at Dec. 31, 2022 | 11,309,412 | ||||
Net loss | (16,600,250) | ||||
Capital contribution in connection with conversion of related party note payable | 1,862,735 | ||||
Balance at Sep. 30, 2023 | $ 1,738 | 85,910,674 | (86,008,746) | (96,334) | |
Balance, shares at Sep. 30, 2023 | 17,378,798 | ||||
Balance at Mar. 31, 2023 | $ 1,131 | 73,493,866 | (73,413,383) | 81,614 | |
Balance, shares at Mar. 31, 2023 | 11,309,412 | ||||
Stock-based compensation expense | 217,376 | 217,376 | |||
Net loss | (6,616,309) | (6,616,309) | |||
Issuance of common stock in connection with At the Market Offering and Purchase Agreement, net of fees | $ 75 | 218,723 | 218,798 | ||
Issuance of common stock in connection with At the Market Offering and Purchase Agreement, net of fees, shares | 747,376 | ||||
Balance at Jun. 30, 2023 | $ 1,206 | 73,929,965 | (80,029,692) | (6,098,521) | |
Balance, shares at Jun. 30, 2023 | 12,056,788 | ||||
Stock-based compensation expense | 236,251 | 236,251 | |||
Net loss | (5,979,054) | (5,979,054) | |||
Issuance of common stock in connection with At the Market Offering and Purchase Agreement, net of fees | $ 178 | 1,621,761 | 1,621,939 | ||
Issuance of common stock in connection with At the Market Offering and Purchase Agreement, net of fees, shares | 1,778,855 | ||||
Issuance of common stock in connection with private placement with WFIA | $ 182 | 999,818 | 1,000,000 | ||
Issuance of common stock in connection with private placement with WFIA, shares | 1,823,155 | ||||
Issuance of common stock and pre-funded warrants sold for cash in public offering, net of fees | $ 172 | 3,310,379 | 3,310,551 | ||
Issuance of common stock and pre-funded warrants sold for cash in public offering, net of fees, shares | 1,720,000 | ||||
Issuance of pre-funded warrants in connection with the conversion of related party note payable | 3,949,765 | 3,949,765 | |||
Capital contribution in connection with conversion of related party note payable | 1,862,735 | 1,862,735 | |||
Balance at Sep. 30, 2023 | $ 1,738 | $ 85,910,674 | $ (86,008,746) | $ (96,334) | |
Balance, shares at Sep. 30, 2023 | 17,378,798 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Operating activities: | ||
Net loss | $ (16,600,250) | $ (13,071,205) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 410,593 | 304,287 |
Stock-based compensation | 658,106 | 594,360 |
Changes in operating assets and liabilities: | ||
Miscellaneous receivables | 228,596 | 642,899 |
Prepaid expenses and other current assets | 1,368,658 | (293,140) |
Operating lease right-of-use assets | 194,125 | 167,828 |
Trade accounts payable and accrued expenses | 1,517,952 | 197,462 |
Other current liabilities | 13,428 | 31,147 |
Operating lease liabilities | (263,380) | (249,952) |
Net cash used in operating activities | (12,472,172) | (11,676,314) |
Investing activities: | ||
Purchase of property and equipment | (37,136) | (10,400) |
Proceeds from sale of short-term investments | 933 | |
Other | (165) | |
Net cash used in investing activities | (37,136) | (9,632) |
Financing Activities: | ||
Proceeds from issuance of common stock and pre-funded common stock purchase warrants, net of fees | 6,151,288 | |
Proceeds from note payable | 3,000,000 | 5,000,000 |
Principal payments on finance lease obligations | (11,943) | (11,229) |
Net cash provided by financing activities | 9,139,345 | 4,988,771 |
Cash and cash equivalents: | ||
Net decrease in cash and cash equivalents | (3,369,963) | (6,697,175) |
Cash and cash equivalents at beginning of year | 5,356,276 | 16,492,745 |
Cash and cash equivalents at end of period | 1,986,313 | 9,795,570 |
Cash payments: | ||
Interest paid | $ 10,266 | $ 10,291 |
Nature of the Business and Liqu
Nature of the Business and Liquidity | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Nature of the Business and Liquidity | (1) Nature of the Business and Liquidity Organization Cingulate Inc. is a biopharmaceutical company focused on the development of products utilizing its drug delivery platform technology that enables the formulation and manufacture of once-daily tablets of multi-dose therapies, with an initial focus on the treatment of Attention Deficit/Hyperactivity Disorder (ADHD). The Company is developing two proprietary, first-line stimulant medications, CTx-1301 (dexmethylphenidate) and CTx-1302 (dextroamphetamine), for the treatment of ADHD intended for all patient segments: children, adolescents, and adults. CTx-1301 and CTx-1302 utilize a flexible core tableting technology with target product profile designed to deliver a rapid onset and last the entire active day with a controlled descent of plasma drug level and have favorable tolerability. The Company completed its first Phase 3 clinical trial for CTx-1301 with two additional Phase 3 trials in process. In addition, the Company has a third product to treat anxiety, CTx-2103, in a formulation stage. On November 14, 2012, Cingulate Therapeutics LLC (CTx), a Delaware limited liability company, was formed. On May 10, 2021, Cingulate Inc. (Cingulate, or the Company), a Delaware corporation and wholly-owned subsidiary of CTx, was formed to serve as a holding company, in anticipation of the Company becoming publicly traded. Through a Reorganization Merger which occurred in the third quarter of 2021, Cingulate effectively acquired CTx and all outstanding units of CTx were converted into shares of Cingulate common stock. CTx remains the entity through which the Company conducts operations. The consolidated financial statements and notes for the periods ended September 30, 2023 and 2022, represent the full consolidation of Cingulate and its subsidiaries, including CTx and all references to the Company represent this full consolidation. Liquidity The Company has incurred losses and negative cash flows from operations since inception. As a pre-revenue entity, the Company is dependent on the ability to raise capital to support operations until such time as the product candidates under development are U.S Food and Drug Administration (FDA) approved, manufactured, commercially available to the marketplace and produce revenues. The initial public offering, which was completed in December 2021, provided approximately $ 20.4 5.0 3.0 2.1 3.3 1 |
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 (a) Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP). The consolidated financial statements include the accounts of Cingulate and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. (b) Unaudited Interim Financial Information The accompanying consolidated balance sheet as of September 30, 2023, the consolidated statements of operations and comprehensive loss for the three and nine-month periods ended September 30, 2023 and 2022, the consolidated statements of stockholders’ equity for the three and nine-month periods ended September 30, 2023 and 2022, the consolidated statements of cash flows for the nine-month periods ended September 30, 2023 and 2022, and the related interim disclosures are unaudited. These unaudited consolidated financial statements include all adjustments necessary, consisting of only normal recurring adjustments, to fairly state the financial position and the results of operations and cash flows for interim periods in accordance with U.S. GAAP. Interim period results are not necessarily indicative of results of operations or cash flows for a full year or any subsequent interim period. The accompanying consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto as of and for the year ended December 31, 2022. (c) Concentration of Credit Risk The Company maintains cash equivalent deposits, which at various times throughout the fiscal year exceeded the amounts insured by the Federal Deposit Insurance Corporation limit of $ 250,000 (d) Miscellaneous Receivables Miscellaneous receivables as of December 31, 2022, primarily consisted of employee retention tax credits for payroll costs incurred in 2020 and research and development tax credits. The Company analogized to IAS 20, Accounting for Government Grants and Disclosure of Government Assistance (e) Impairment of Long-lived Assets The Company assesses the carrying value of its long-lived assets, including property and equipment, as well as lease right of use (ROU) assets, when events or circumstances indicate that the carrying value of such assets may not be recoverable. These events or changes in circumstances may include a significant deterioration of operating results, changes in business plans, or changes in anticipated future cash flows. If an impairment indicator is present, the Company evaluates recoverability by a comparison of the carrying amount of the assets to future undiscounted cash flows expected to be generated by the assets. If the sum of the expected future cash flows is less than the carrying amount, the Company would recognize an impairment loss. An impairment loss would be measured by comparing the amount by which the carrying value exceeds the fair value of the long-lived asset groups. No impairment was recognized during the three or nine-month periods ended September 30, 2023 or 2022. (f) Stock-Based Compensation The Company measures employee and director stock-based compensation expense for all stock-based awards based on their grant date fair value using the Black-Scholes option-pricing model. For stock-based awards with service conditions, stock-based compensation expense is recognized over the requisite service period using the straight-line method. Forfeitures are recognized as they occur. See additional information in Note 11. |
Prepaid Expenses
Prepaid Expenses | 9 Months Ended |
Sep. 30, 2023 | |
Prepaid Expenses | |
Prepaid Expenses | (3) Prepaid Expenses Prepaid expenses consisted of the following at September 30, 2023 and December 31, 2022: Schedule of Prepaid Expenses September 30, December 31, 2023 2022 Research and development $ 413,431 $ 1,377,391 Insurance 339,676 472,152 Active pharmaceutical ingredients 77,422 209,156 Deferred capital raise costs - 100,339 Professional fees 20,775 61,524 Dues and subscriptions 38,284 37,684 Other 20,698 20,698 Total prepaid expenses $ 910,286 $ 2,278,944 |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | (4) Property and Equipment Property and equipment, net consisted of the following at September 30, 2023 and December 31, 2022: Schedule of Property and Equipment Estimated Useful Life September 30, December 31, (in years) 2023 2022 Equipment 2 7 $ 4,342,832 $ 2,565,997 Furniture and fixtures 7 145,754 145,754 Computer equipment 5 41,898 41,898 Leasehold improvements 5 471,505 471,505 Construction-in-process- equipment - - 1,739,699 Property and equipment, gross 5,001,989 4,964,853 Less: accumulated depreciation (2,470,659 ) (2,060,066 ) Property and equipment, net $ 2,531,330 $ 2,904,787 Depreciation expense for the nine months ended September 30, 2023 was $ 410,593 304,287 154,663 101,429 |
Accrued Expenses
Accrued Expenses | 9 Months Ended |
Sep. 30, 2023 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | (5) Accrued Expenses Accrued expenses consisted of the following at September 30, 2023 and December 31, 2022: Schedule of Accrued Expenses September 30, December 31, 2023 2022 Interest $ 157,339 $ 292,339 Research and development 253,524 - Professional fees 15,000 314,446 Employee bonuses 175,625 175,625 Active pharmaceutical ingredients 62,393 - Other 28,127 112,225 Accrued expenses $ 692,008 $ 894,635 |
Contingencies
Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies | (6) Contingencies The Company may, from time to time, be subject to legal proceedings and claims arising in the ordinary course of business and otherwise. A substantial legal liability against us could have an adverse effect on our business, financial condition and results of operations. The Company records legal costs associated with loss contingencies as incurred and establishes reserves when those matters present material loss contingencies that management determines to be both probable and reasonably estimable in accordance with ASC 450, Contingencies. |
Related Party Note Payable
Related Party Note Payable | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Note Payable | |
Related Party Note Payable | (7) Related Party Note Payable In August 2022, the Company received $ 5.0 15% 3.0 8.0 On September 8, 2023, the Company and CTx entered into a Note Conversion Agreement (Note Conversion Agreement) with WFIA, pursuant to which WFIA agreed to convert the original principal amount of $ 5.0 5,812,500 6,838,235 0.85 0.5776 The WFIA Pre-Funded Warrants have no expiration date and are exercisable immediately at an exercise price of $ 0.0001 The Company considered ASC 470-60, Troubled Debt Restructurings by Debtors 1,862,735 The remaining outstanding principal of the note of $3.0 million and all accrued and unpaid interest are due and payable on August 8, 2025, or 120 days following written demand made by WFIA during the first five business days of a calendar quarter. As of September 30, 2023 and December 31, 2022, $ 3.0 5.0 During the three months ended September 30, 2023, the Company recognized $ 237,500 677,500 |
Stockholders_ Equity
Stockholders’ Equity | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Stockholders’ Equity | (8) Stockholders’ Equity The Company has authorized 240,000,000 0.0001 10,000,000 0.0001 17,378,798 11,309,412 The holders of common stock are entitled to one vote for each share of common stock. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, after the payment or provision for payment of all debts and liabilities of the Company, the holders of common stock shall be entitled to share in the remaining assets of the Company available for distribution, if any. Holders of the shares of common stock are entitled to dividends when, as and if declared by the Board of Directors. |
Sale of Securities
Sale of Securities | 9 Months Ended |
Sep. 30, 2023 | |
Sale Of Securities | |
Sale of Securities | (9) Sale of Securities Private Placement On August 11, 2023, the Company entered into a Securities Purchase Agreement with WFIA and issued, in a private placement priced at the market under Nasdaq rules, 1,823,155 0.5485 $1.0 Public Offering On September 11, 2023, the Company entered into a Securities Purchase Agreement with an institutional investor (September 2023 Offering) pursuant to which the Company issued 1,720,000 0.5776 5,205,208 0.5775 0.0001 The September 2023 Offering closed on September 13, 2023. The Pre-Funded Warrants are exercisable at any time after the date of issuance and have no expiration date. The holder of Pre-Funded Warrants may not exercise the warrants if the holder, together with its affiliates, would beneficially own more than 4.99% (or, at the election of the holder, 9.99%) of the number of shares of common stock outstanding immediately after giving effect to such exercise. 3,999,480 688,929 Conversion of Related Party Note On September 8, 2023, the Company issued WFIA Pre-Funded Warrants to purchase 6,838,235 The WFIA Pre-Funded Warrants have no expiration date and are exercisable immediately at an exercise price of $ 0.0001 Purchase Agreement with Lincoln Park In April 2023, the Company entered into a purchase agreement (LP Purchase Agreement) and a registration rights agreement (Registration Rights Agreement) with Lincoln Park Capital Fund, LLC (Lincoln Park). Pursuant to the terms of the LP Purchase Agreement, Lincoln Park has agreed to purchase from the Company up to $ 12 4.5 Pursuant to the terms of the LP Purchase Agreement, at the time the Company signed the LP Purchase Agreement and the Registration Rights Agreement, the Company issued 368,023 400,409 During the quarter ended September 30, 2023, the Company sold 240,000 196,167 510,000 450,427 At the Market Offering In January 2023, the Company entered into an At The Market Offering Agreement (ATM Agreement) with H.C. Wainwright & Co., LLC (HCW) pursuant to which the Company may issue and sell, from time to time, shares of the Company’s common stock having an aggregate offering price of up to $ 4.97 3% 1,538,855 1,595,429 1,648,208 1,696,407 |
Common Stock Purchase Warrants
Common Stock Purchase Warrants | 9 Months Ended |
Sep. 30, 2023 | |
Common Stock Purchase Warrants | |
Common Stock Purchase Warrants | (10) Common Stock Purchase Warrants In addition to the 6,925,208 6,925,208 3,462,604 0.5776 five two The Company evaluated the Pre-Funded Warrants for liability or equity classification in accordance with the provisions of ASC Topic 480, Distinguishing Liabilities from Equity Derivatives and Hedging 5,205,208 3,006,008 In connection with the September 2023 Offering, the Company issued placement agent warrants to purchase up to 346,260 0.722 five The Series A, Series B and placement agent warrants issued in the September 2023 Offering were valued using a Black-Scholes model with a risk-free rate of 4.5 5.3 five two years 1.29 1.32 The following table summarizes the Company’s outstanding common stock purchase warrants as of September 30, 2023: Schedule of Warrants and Rights Outstanding Issuance Date Issuance Date Number of Exercise Fair Value Fair Value Warrants Price per Warrant Total December 2021 Initial Public Offering 4,791,665 $ 6.00 $ 4.77 $ 22,856,242 December 2021 Underwriter Warrants 208,333 $ 7.50 $ 4.64 966,665 September 2023 WFIA Pre-funded Warrants 6,838,235 $ 0.0001 $ 0.85 5,812,500 September 2023 Public Offering Pre-funded Warrants 5,205,208 $ 0.0001 $ 0.5775 3,006,008 September 2023 Public Offering Series A Warrants 6,925,208 $ 0.58 $ 0.540 3,739,612 September 2023 Public Offering Series B Warrants 3,462,604 $ 0.58 $ 0.420 1,454,294 September 2023 Placement Agent Warrants 346,260 $ 0.72 $ 0.530 183,518 Balance- September 30, 2023 27,777,513 $ 38,018,839 The Company has accounted for these warrants as equity-classified instruments under ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, Fair Value of the Warrants to Additional Paid in Capital Percent Fair of Total Amount Value Fair Value Allocated Common Stock and Pre-Funded Warrants $ 3,999,480 42.7 % $ 1,707,778 Series A, B and Placement Agent Warrants 5,377,424 57.3 % 2,291,702 Total $ 9,376,904 100 % $ 3,999,480 |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | (11) Stock-Based Compensation In September 2021, the Company’s board of directors and stockholders adopted the 2021 Equity Incentive Plan (2021 Plan), which provides for the grant of incentive stock options and non-qualified stock options to purchase shares of the Company’s common stock, stock appreciation rights, restricted stock units, restricted or unrestricted shares of common stock, performance shares, performance units, incentive bonus awards, other stock-based awards and other cash-based awards. No awards may be made under the 2021 Plan on or after September 24, 2031, but the 2021 Plan will continue thereafter while previously granted awards remain outstanding. The maximum number of shares of common stock available for issuance in connection with options and other awards granted under the 2021 Plan is 2,786,310 1,333,565 The number of shares of common stock available for issuance under the 2021 Plan will automatically increase on January 1st of each year until the expiration of the 2021 Plan, in an amount equal to 5% percent of the total number of shares of our common stock outstanding on December 31st of the preceding calendar year, on a fully diluted basis, unless the board of directors takes action prior thereto to provide that there will not be an increase in the share reserve for such year or that the increase in the share reserve for such year will be of a lesser number of shares of common stock than would otherwise occur. The Company recorded stock-based compensation expense of $ 658,105 594,363 236,251 205,656 2,133,614 2,637,895 A summary of option activity under the Plan during the three and nine months ended September 30, 2023 is as follows: Summary of Option Activity Weighted-Average Aggregate Weighted-Average Remaining Contractual Intrinsic Shares Exercise Price Term (years) Value Outstanding at January 1, 2023 861,019 Granted 384,500 $ 1.75 9.92 Exercised - Forfeitures or expirations (5,615 ) Outstanding at March 31, 2023 1,239,904 $ 3.16 9.01 Granted 127,758 $ 0.96 9.98 Exercised - Forfeitures or expirations (17,983 ) Outstanding at June 30, 2023 1,349,679 $ 3.16 9.01 Granted 104,066 $ 0.61 9.89 Exercised - Forfeitures or expirations (1,000 ) Outstanding at September 30, 2023 1,452,745 $ 2.99 8.84 $ 10,607 Vested and expected to vest at September 30, 2023 1,452,745 Exercisable at September 30, 2023 336,310 The Company’s stock options issued qualify for equity accounting treatment under ASC 718, Compensation- Stock Compensation, Schedule of Fair Value Assumption Risk-free interest rate 4.073 % Expected term (in years) 5.9 Expected volatility 1.27 Expected dividend yield 0 % Risk-Free Interest Rate Expected Term: Expected Volatility Expected Dividend Yield The grant-date fair value of options granted during the three months ended September 30, 2023, ranged from $ 0.51 0.64 0.51 1.53 The aggregate intrinsic value of stock options is calculated as the difference between the exercise price of the stock options and the fair value of the Company’s common stock. The fair value per share of common stock was $ 0.71 1.00 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | (12) Income Taxes Cingulate Inc. is taxed as a C corporation under the Internal Revenue Code. Cingulate Inc. records deferred income taxes to reflect the impact of temporary differences between the recorded amounts of assets and liabilities for financial reporting purposes and such amounts as measured by tax laws and regulations. CTx is a wholly-owned disregarded entity of Cingulate Inc., and all of the activity for CTx, along with its wholly-owned subsidiary Cingulate Works Inc., is included in the calculation of the current and deferred tax assets and liabilities for Cingulate Inc. No deferred income tax benefit or expense was recorded for the three-month periods ended September 30, 2023, and 2022 or the nine-month periods ended September 30, 2023 and 2022, for federal or state income taxes. Income tax expense differed from the expected expense computed by applying the U.S. Federal income tax rate as follows: Schedule of Effective Income Tax Rate Reconciliation Three Months Ended Three Months Ended Nine Months Ended Nine Months Ended Federal income tax benefit at statutory rate $ (1,255,601 ) $ (845,722 ) $ (3,486,052 ) $ (2,733,779 ) State income tax benefit (330,642 ) (222,707 ) (917,994 ) (719,896 ) Permanent differences 6,154 3,157 14,457 11,920 Change in valuation allowance 2,218,188 1,132,895 5,089,875 3,572,189 Prior period adjustment to actual (620,630 ) - (620,630 ) - Other (17,469 ) (67,623 ) (79,656 ) (130,434 ) Total income tax expense $ - $ - $ - $ - Evaluating the need for, and amount of, a valuation allowance for deferred tax assets often requires significant judgment and extensive analysis of all available evidence on a jurisdiction-by-jurisdiction basis. Such judgments require the Company to interpret existing tax law and other published guidance as applied to its circumstances. As part of this assessment, the Company considers both positive and negative evidence about its profitability and tax situation. A valuation allowance is provided if, based on available evidence, it is more likely than not that all or some portion of a deferred tax asset will not be realized. The Company determined that it was more likely than not that it would not realize its deferred tax assets, based on historical levels of income and future forecasts of taxable income, among other items. The Company recorded a valuation allowance of its net deferred tax assets totaling $ 10,988,821 5,580,595 The Company files income tax returns in the U.S. federal and various state jurisdictions. The Company is not subject to U.S. federal and state income tax examinations by tax authorities for years before 2018. The Company follows the provisions of FASB ASC 740, Income Taxes Schedule of Deferred Tax Assets and Liabilities September 30, 2023 December 31, 2022 Deferred income tax assets: Current: Research and development costs $ 723,577 $ 343,087 Other 59,126 59,018 Non-current: Net operating losses 5,862,906 3,381,215 Research and development costs 3,645,038 1,762,716 Research and development tax credit 756,122 - Unvested stock options 405,739 204,380 Patents 99,118 92,417 Right-of-use assets 45,265 63,563 Gross deferred income tax assets 11,596,891 5,906,396 Less: valuation allowance (10,988,821 ) (5,580,595 ) Net deferred income tax asset 608,070 325,801 Deferred income tax liabilities: Current: Accrual to cash - (11,228 ) Non-current Property and equipment (608,070 ) (314,573 ) Gross deferred income tax liabilities (608,070 ) (325,801 ) Net deferred tax asset (liability) $ - $ - |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | (13) Net Loss Per Share Basic net loss per share is calculated by dividing net loss attributable to common shareholders by the weighted-average number of common shares and pre-funded warrants outstanding during the period. The pre-funded warrants are included in the calculation of the weighted-average number of shares outstanding because their exercise requires only nominal consideration for the delivery of shares. The following table sets forth the computation of the basic and diluted net loss per share for the three and nine months ended September 30, 2023 and 2022: Schedule of Net Loss Per Share Basic and Diluted Three Months Ended September 30, 2023 Three Months Ended September 30, 2022 Nine Months Ended September 30, 2023 Nine Months Ended September 30, 2022 Numerator: Net loss $ (5,979,054 ) $ (4,027,247 ) $ (16,600,250 ) $ (13,071,205 ) Denominator: Weighted average shares outstanding 19,766,654 11,309,412 14,287,942 11,309,412 Net loss per share, basic and diluted $ (0.30 ) $ (0.36 ) $ (1.16 ) $ (1.16 ) Potentially dilutive securities that were not included in the diluted per share calculations because they would be anti-dilutive were as follows for the three and nine-month periods ended September 30, 2023 and September 30, 2022: Schedule of Potentially Dilutive Securities September 30, 2023 September 30, 2022 Stock options issued under the 2021 Equity Incentive Plan 1,452,745 883,801 Common stock purchase warrants outstanding 15,734,070 4,999,998 Total 17,186,815 5,883,799 Antidilutive securities 17,186,815 5,883,799 |
License Agreement
License Agreement | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
License Agreement | (14) License Agreement CTx has a licensing agreement with a company related to the patents and licensed know-how for use in the development of CTx-1301, CTx-1302, and CTx-2103. Payments are to be made upon the occurrence of the following milestone events: ● $ 250,000 ● $ 250,000 ● $ 250,000 500,000 ● $ 250,000 As of December 31, 2022, the $ 250,000 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | (15) Related Party Transactions The general counsel of the Company is a partner with a law firm providing office facilities space that is leased by the Company. Rental expense incurred by the Company to the law firm was $ 27,000 9,000 A member of the Company’s Board of Directors, Peter Werth, is the manager of WFIA, the entity which provided $ 8.0 5.0 3.0 5.0 237,500 104,838 677,500 104,838 157,339 292,339 On August 11, 2023, the Company entered into a Securities Purchase Agreement with WFIA and issued, in a private placement priced at the market under Nasdaq rules, 1,823,155 0.5485 1.0 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | (16) Subsequent Events Management evaluated events that occurred subsequent to September 30, 2023, through November 13, 2023, which is the date the interim financial statements were issued. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | (a) Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP). The consolidated financial statements include the accounts of Cingulate and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. |
Unaudited Interim Financial Information | (b) Unaudited Interim Financial Information The accompanying consolidated balance sheet as of September 30, 2023, the consolidated statements of operations and comprehensive loss for the three and nine-month periods ended September 30, 2023 and 2022, the consolidated statements of stockholders’ equity for the three and nine-month periods ended September 30, 2023 and 2022, the consolidated statements of cash flows for the nine-month periods ended September 30, 2023 and 2022, and the related interim disclosures are unaudited. These unaudited consolidated financial statements include all adjustments necessary, consisting of only normal recurring adjustments, to fairly state the financial position and the results of operations and cash flows for interim periods in accordance with U.S. GAAP. Interim period results are not necessarily indicative of results of operations or cash flows for a full year or any subsequent interim period. The accompanying consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto as of and for the year ended December 31, 2022. |
Concentration of Credit Risk | (c) Concentration of Credit Risk The Company maintains cash equivalent deposits, which at various times throughout the fiscal year exceeded the amounts insured by the Federal Deposit Insurance Corporation limit of $ 250,000 |
Miscellaneous Receivables | (d) Miscellaneous Receivables Miscellaneous receivables as of December 31, 2022, primarily consisted of employee retention tax credits for payroll costs incurred in 2020 and research and development tax credits. The Company analogized to IAS 20, Accounting for Government Grants and Disclosure of Government Assistance |
Impairment of Long-lived Assets | (e) Impairment of Long-lived Assets The Company assesses the carrying value of its long-lived assets, including property and equipment, as well as lease right of use (ROU) assets, when events or circumstances indicate that the carrying value of such assets may not be recoverable. These events or changes in circumstances may include a significant deterioration of operating results, changes in business plans, or changes in anticipated future cash flows. If an impairment indicator is present, the Company evaluates recoverability by a comparison of the carrying amount of the assets to future undiscounted cash flows expected to be generated by the assets. If the sum of the expected future cash flows is less than the carrying amount, the Company would recognize an impairment loss. An impairment loss would be measured by comparing the amount by which the carrying value exceeds the fair value of the long-lived asset groups. No impairment was recognized during the three or nine-month periods ended September 30, 2023 or 2022. |
Stock-Based Compensation | (f) Stock-Based Compensation The Company measures employee and director stock-based compensation expense for all stock-based awards based on their grant date fair value using the Black-Scholes option-pricing model. For stock-based awards with service conditions, stock-based compensation expense is recognized over the requisite service period using the straight-line method. Forfeitures are recognized as they occur. See additional information in Note 11. |
Prepaid Expenses (Tables)
Prepaid Expenses (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Prepaid Expenses | |
Schedule of Prepaid Expenses | Prepaid expenses consisted of the following at September 30, 2023 and December 31, 2022: Schedule of Prepaid Expenses September 30, December 31, 2023 2022 Research and development $ 413,431 $ 1,377,391 Insurance 339,676 472,152 Active pharmaceutical ingredients 77,422 209,156 Deferred capital raise costs - 100,339 Professional fees 20,775 61,524 Dues and subscriptions 38,284 37,684 Other 20,698 20,698 Total prepaid expenses $ 910,286 $ 2,278,944 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment, net consisted of the following at September 30, 2023 and December 31, 2022: Schedule of Property and Equipment Estimated Useful Life September 30, December 31, (in years) 2023 2022 Equipment 2 7 $ 4,342,832 $ 2,565,997 Furniture and fixtures 7 145,754 145,754 Computer equipment 5 41,898 41,898 Leasehold improvements 5 471,505 471,505 Construction-in-process- equipment - - 1,739,699 Property and equipment, gross 5,001,989 4,964,853 Less: accumulated depreciation (2,470,659 ) (2,060,066 ) Property and equipment, net $ 2,531,330 $ 2,904,787 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consisted of the following at September 30, 2023 and December 31, 2022: Schedule of Accrued Expenses September 30, December 31, 2023 2022 Interest $ 157,339 $ 292,339 Research and development 253,524 - Professional fees 15,000 314,446 Employee bonuses 175,625 175,625 Active pharmaceutical ingredients 62,393 - Other 28,127 112,225 Accrued expenses $ 692,008 $ 894,635 |
Common Stock Purchase Warrants
Common Stock Purchase Warrants (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Common Stock Purchase Warrants | |
Schedule of Warrants and Rights Outstanding | Schedule of Warrants and Rights Outstanding Issuance Date Issuance Date Number of Exercise Fair Value Fair Value Warrants Price per Warrant Total December 2021 Initial Public Offering 4,791,665 $ 6.00 $ 4.77 $ 22,856,242 December 2021 Underwriter Warrants 208,333 $ 7.50 $ 4.64 966,665 September 2023 WFIA Pre-funded Warrants 6,838,235 $ 0.0001 $ 0.85 5,812,500 September 2023 Public Offering Pre-funded Warrants 5,205,208 $ 0.0001 $ 0.5775 3,006,008 September 2023 Public Offering Series A Warrants 6,925,208 $ 0.58 $ 0.540 3,739,612 September 2023 Public Offering Series B Warrants 3,462,604 $ 0.58 $ 0.420 1,454,294 September 2023 Placement Agent Warrants 346,260 $ 0.72 $ 0.530 183,518 Balance- September 30, 2023 27,777,513 $ 38,018,839 |
Fair Value of the Warrants to Additional Paid in Capital | Fair Value of the Warrants to Additional Paid in Capital Percent Fair of Total Amount Value Fair Value Allocated Common Stock and Pre-Funded Warrants $ 3,999,480 42.7 % $ 1,707,778 Series A, B and Placement Agent Warrants 5,377,424 57.3 % 2,291,702 Total $ 9,376,904 100 % $ 3,999,480 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Option Activity | A summary of option activity under the Plan during the three and nine months ended September 30, 2023 is as follows: Summary of Option Activity Weighted-Average Aggregate Weighted-Average Remaining Contractual Intrinsic Shares Exercise Price Term (years) Value Outstanding at January 1, 2023 861,019 Granted 384,500 $ 1.75 9.92 Exercised - Forfeitures or expirations (5,615 ) Outstanding at March 31, 2023 1,239,904 $ 3.16 9.01 Granted 127,758 $ 0.96 9.98 Exercised - Forfeitures or expirations (17,983 ) Outstanding at June 30, 2023 1,349,679 $ 3.16 9.01 Granted 104,066 $ 0.61 9.89 Exercised - Forfeitures or expirations (1,000 ) Outstanding at September 30, 2023 1,452,745 $ 2.99 8.84 $ 10,607 Vested and expected to vest at September 30, 2023 1,452,745 Exercisable at September 30, 2023 336,310 |
Schedule of Fair Value Assumption | The Company’s stock options issued qualify for equity accounting treatment under ASC 718, Compensation- Stock Compensation, Schedule of Fair Value Assumption Risk-free interest rate 4.073 % Expected term (in years) 5.9 Expected volatility 1.27 Expected dividend yield 0 % |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation | Income tax expense differed from the expected expense computed by applying the U.S. Federal income tax rate as follows: Schedule of Effective Income Tax Rate Reconciliation Three Months Ended Three Months Ended Nine Months Ended Nine Months Ended Federal income tax benefit at statutory rate $ (1,255,601 ) $ (845,722 ) $ (3,486,052 ) $ (2,733,779 ) State income tax benefit (330,642 ) (222,707 ) (917,994 ) (719,896 ) Permanent differences 6,154 3,157 14,457 11,920 Change in valuation allowance 2,218,188 1,132,895 5,089,875 3,572,189 Prior period adjustment to actual (620,630 ) - (620,630 ) - Other (17,469 ) (67,623 ) (79,656 ) (130,434 ) Total income tax expense $ - $ - $ - $ - |
Schedule of Deferred Tax Assets and Liabilities | Schedule of Deferred Tax Assets and Liabilities September 30, 2023 December 31, 2022 Deferred income tax assets: Current: Research and development costs $ 723,577 $ 343,087 Other 59,126 59,018 Non-current: Net operating losses 5,862,906 3,381,215 Research and development costs 3,645,038 1,762,716 Research and development tax credit 756,122 - Unvested stock options 405,739 204,380 Patents 99,118 92,417 Right-of-use assets 45,265 63,563 Gross deferred income tax assets 11,596,891 5,906,396 Less: valuation allowance (10,988,821 ) (5,580,595 ) Net deferred income tax asset 608,070 325,801 Deferred income tax liabilities: Current: Accrual to cash - (11,228 ) Non-current Property and equipment (608,070 ) (314,573 ) Gross deferred income tax liabilities (608,070 ) (325,801 ) Net deferred tax asset (liability) $ - $ - |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Net Loss Per Share Basic and Diluted | Schedule of Net Loss Per Share Basic and Diluted Three Months Ended September 30, 2023 Three Months Ended September 30, 2022 Nine Months Ended September 30, 2023 Nine Months Ended September 30, 2022 Numerator: Net loss $ (5,979,054 ) $ (4,027,247 ) $ (16,600,250 ) $ (13,071,205 ) Denominator: Weighted average shares outstanding 19,766,654 11,309,412 14,287,942 11,309,412 Net loss per share, basic and diluted $ (0.30 ) $ (0.36 ) $ (1.16 ) $ (1.16 ) |
Schedule of Potentially Dilutive Securities | Potentially dilutive securities that were not included in the diluted per share calculations because they would be anti-dilutive were as follows for the three and nine-month periods ended September 30, 2023 and September 30, 2022: Schedule of Potentially Dilutive Securities September 30, 2023 September 30, 2022 Stock options issued under the 2021 Equity Incentive Plan 1,452,745 883,801 Common stock purchase warrants outstanding 15,734,070 4,999,998 Total 17,186,815 5,883,799 Antidilutive securities 17,186,815 5,883,799 |
Nature of the Business and Li_2
Nature of the Business and Liquidity (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | ||||
Aug. 11, 2023 | May 31, 2023 | Aug. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | |
Subsidiary, Sale of Stock [Line Items] | ||||||
Issuance of public offering | $ 20,400,000 | |||||
Notes payable | $ 3,000,000 | $ 5,000,000 | ||||
Notes payable | $ 2,100,000 | |||||
Issuance of stock | $ 3,300,000 | $ 6,151,288 | ||||
Private Placement [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Issuance of stock | $ 1,000,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) | Sep. 30, 2023 USD ($) |
Accounting Policies [Abstract] | |
Federal deposit insurance corporation limit | $ 250,000 |
Schedule of Prepaid Expenses (D
Schedule of Prepaid Expenses (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Prepaid Expenses | ||
Research and development | $ 413,431 | $ 1,377,391 |
Insurance | 339,676 | 472,152 |
Active pharmaceutical ingredients | 77,422 | 209,156 |
Deferred capital raise costs | 100,339 | |
Professional fees | 20,775 | 61,524 |
Dues and subscriptions | 38,284 | 37,684 |
Other | 20,698 | 20,698 |
Total prepaid expenses | $ 910,286 | $ 2,278,944 |
Schedule of Property and Equipm
Schedule of Property and Equipment (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 5,001,989 | $ 4,964,853 |
Less: accumulated depreciation | (2,470,659) | (2,060,066) |
Property and equipment, net | 2,531,330 | 2,904,787 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 4,342,832 | 2,565,997 |
Equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, estimated useful life | 2 years | |
Equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, estimated useful life | 7 years | |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 145,754 | 145,754 |
Property and equipment, estimated useful life | 7 years | |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 41,898 | 41,898 |
Property and equipment, estimated useful life | 5 years | |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 471,505 | 471,505 |
Property and equipment, estimated useful life | 5 years | |
Construction in Progress Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 1,739,699 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 154,663 | $ 101,429 | $ 410,593 | $ 304,287 |
Schedule of Accrued Expenses (D
Schedule of Accrued Expenses (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Interest | $ 157,339 | $ 292,339 |
Research and development | 253,524 | |
Professional fees | 15,000 | 314,446 |
Employee bonuses | 175,625 | 175,625 |
Active pharmaceutical ingredients | 62,393 | |
Other | 28,127 | 112,225 |
Accrued expenses | $ 692,008 | $ 894,635 |
Related Party Note Payable (Det
Related Party Note Payable (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Sep. 30, 2023 | Sep. 08, 2023 | May 31, 2023 | Aug. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Aug. 09, 2023 | May 09, 2023 | |
Issuance of debt | $ 3,000,000 | $ 5,000,000 | |||||||||
Issuance of debt | 3,000,000 | ||||||||||
Debt face amount | $ 3,000,000 | $ 8,000,000 | $ 3,000,000 | $ 3,000,000 | $ 5,000,000 | $ 8,000,000 | |||||
Issuance Date Fair Value Total | $ 38,018,839 | $ 38,018,839 | $ 38,018,839 | ||||||||
Number of warrants | 27,777,513 | 27,777,513 | 27,777,513 | ||||||||
Exercise price | $ 0.0001 | ||||||||||
Debt instrument, description | The September 2023 Offering closed on September 13, 2023. The Pre-Funded Warrants are exercisable at any time after the date of issuance and have no expiration date. The holder of Pre-Funded Warrants may not exercise the warrants if the holder, together with its affiliates, would beneficially own more than 4.99% (or, at the election of the holder, 9.99%) of the number of shares of common stock outstanding immediately after giving effect to such exercise. | The WFIA Pre-Funded Warrants have no expiration date and are exercisable immediately at an exercise price of $0.0001 per share, to the extent that after giving effect to such exercise, WFIA and its affiliates would beneficially own, for purposes of Section 13(d) of the Exchange Act, no more than 19.99% of the outstanding shares of common stock of the Company. | |||||||||
Capital contribution | $ 1,862,735 | $ 1,862,735 | |||||||||
Interest expense | $ 237,500 | $ 104,838 | 677,500 | $ 104,838 | |||||||
WFIA Pre Funded Warrants [Member] | |||||||||||
Debt face amount | $ 5,000,000 | ||||||||||
Issuance Date Fair Value Total | $ 5,812,500 | ||||||||||
Number of warrants | 6,838,235 | ||||||||||
Issuance Date Fair Value Per Warrant | $ 0.85 | ||||||||||
Exercise price | 0.5776 | ||||||||||
Werth Family Investment Associates LLC [Member] | |||||||||||
Issuance of debt | $ 5,000,000 | $ 3,000,000 | $ 5,000,000 | ||||||||
Unsecured interest percentage | 15% | ||||||||||
Exercise price | $ 0.0001 | ||||||||||
Debt instrument, description | The WFIA Pre-Funded Warrants have no expiration date and are exercisable immediately at an exercise price of $0.0001 per share, to the extent that after giving effect to such exercise, WFIA and its affiliates would beneficially own, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (Exchange Act), no more than 19.99% of the outstanding shares of common stock of the Company. | The remaining outstanding principal of the note of $3.0 million and all accrued and unpaid interest are due and payable on August 8, 2025, or 120 days following written demand made by WFIA during the first five business days of a calendar quarter. |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Equity [Abstract] | ||
Common stock, shares authorized | 240,000,000 | 240,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 17,378,798 | 11,309,412 |
Common stock, shares outstanding | 17,378,798 | 11,309,412 |
Sale of Securities (Details Nar
Sale of Securities (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2023 | Sep. 11, 2023 | Sep. 08, 2023 | Aug. 11, 2023 | Apr. 30, 2023 | Jan. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | |
Gross proceeds | $ 3,999,480 | |||||||||
Number of warrants | 27,777,513 | 27,777,513 | 27,777,513 | |||||||
Exercise price | $ 0.0001 | |||||||||
Debt descripition | The September 2023 Offering closed on September 13, 2023. The Pre-Funded Warrants are exercisable at any time after the date of issuance and have no expiration date. The holder of Pre-Funded Warrants may not exercise the warrants if the holder, together with its affiliates, would beneficially own more than 4.99% (or, at the election of the holder, 9.99%) of the number of shares of common stock outstanding immediately after giving effect to such exercise. | The WFIA Pre-Funded Warrants have no expiration date and are exercisable immediately at an exercise price of $0.0001 per share, to the extent that after giving effect to such exercise, WFIA and its affiliates would beneficially own, for purposes of Section 13(d) of the Exchange Act, no more than 19.99% of the outstanding shares of common stock of the Company. | ||||||||
Placement agent fees | $ 688,929 | |||||||||
Net proceeds | $ 3,300,000 | $ 6,151,288 | ||||||||
Number of shares issued | $ 1,621,939 | $ 218,798 | ||||||||
Purchase Agreement [Member] | Maximum [Member] | ||||||||||
Net proceeds | $ 12,000,000 | |||||||||
ATM Agreement [Member] | H.C. Wain Wright and Co LLC [Member] | ||||||||||
Net proceeds | $ 1,595,429 | $ 1,696,407 | ||||||||
Sale of stock | 1,538,855 | 1,648,208 | ||||||||
Sale of stock commission percent | 3% | |||||||||
ATM Agreement [Member] | Maximum [Member] | H.C. Wain Wright and Co LLC [Member] | ||||||||||
Net proceeds | $ 4,970,000 | |||||||||
Series A Warrant [Member] | ||||||||||
Number of warrants | 1,720,000 | |||||||||
Issuance Date Fair Value Per Warrant | $ 0.5776 | |||||||||
Exercise price | $ 0.5776 | 0.0001 | $ 0.5776 | $ 0.5776 | ||||||
Series B Warrant [Member] | ||||||||||
Number of warrants | 5,205,208 | 5,205,208 | 5,205,208 | |||||||
Issuance Date Fair Value Per Warrant | $ 0.5775 | $ 0.5775 | $ 0.5775 | |||||||
Exercise price | $ 0.5776 | $ 0.0001 | $ 0.5776 | $ 0.5776 | ||||||
WFIA Pre Funded Warrants [Member] | ||||||||||
Number of warrants | 6,838,235 | |||||||||
Issuance Date Fair Value Per Warrant | $ 0.85 | |||||||||
Exercise price | $ 0.5776 | |||||||||
Common Stock [Member] | ||||||||||
Number of shares issued, shares | 1,778,855 | 747,376 | ||||||||
Number of shares issued | $ 178 | $ 75 | ||||||||
Common Stock [Member] | Purchase Agreement [Member] | ||||||||||
Number of shares issued, shares | 368,023 | |||||||||
Net proceeds | $ 196,167 | $ 450,427 | ||||||||
Sale of stock | $ 4,500,000 | |||||||||
Number of shares issued | $ 400,409 | |||||||||
Sale of stock | 240,000 | 510,000 | ||||||||
Private Placement [Member] | ||||||||||
Net proceeds | $ 1,000,000 | |||||||||
Private Placement [Member] | Common Stock [Member] | ||||||||||
Number of shares issued, shares | 1,823,155 | |||||||||
Share price | $ 0.5485 | |||||||||
Gross proceeds | $ 1 |
Schedule of Warrants and Rights
Schedule of Warrants and Rights Outstanding (Details) - USD ($) | Sep. 30, 2023 | Sep. 08, 2023 |
Class of Warrant or Right [Line Items] | ||
Number of warrants | 27,777,513 | |
Exercise price | $ 0.0001 | |
Issuance Date Fair Value Total | $ 38,018,839 | |
December 2021 Initial Public Offering [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number of warrants | 4,791,665 | |
Exercise price | $ 6 | |
Issuance Date Fair Value Per Warrant | $ 4.77 | |
Issuance Date Fair Value Total | $ 22,856,242 | |
December 2021 Underwriter Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number of warrants | 208,333 | |
Exercise price | $ 7.50 | |
Issuance Date Fair Value Per Warrant | $ 4.64 | |
Issuance Date Fair Value Total | $ 966,665 | |
September 2023 WFIA Pre-funded Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number of warrants | 6,838,235 | |
Exercise price | $ 0.0001 | |
Issuance Date Fair Value Per Warrant | $ 0.85 | |
Issuance Date Fair Value Total | $ 5,812,500 | |
September 2023 Public Offering Pre-funded Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number of warrants | 5,205,208 | |
Exercise price | $ 0.0001 | |
Issuance Date Fair Value Per Warrant | $ 0.5775 | |
Issuance Date Fair Value Total | $ 3,006,008 | |
September 2023 Public Offering Series A Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number of warrants | 6,925,208 | |
Exercise price | $ 0.58 | |
Issuance Date Fair Value Per Warrant | $ 0.540 | |
Issuance Date Fair Value Total | $ 3,739,612 | |
September 2023 Public Offering Series B Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number of warrants | 3,462,604 | |
Exercise price | $ 0.58 | |
Issuance Date Fair Value Per Warrant | $ 0.420 | |
Issuance Date Fair Value Total | $ 1,454,294 | |
September 2023 Placement Agent Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number of warrants | 346,260 | |
Exercise price | $ 0.72 | |
Issuance Date Fair Value Per Warrant | $ 0.530 | |
Issuance Date Fair Value Total | $ 183,518 |
Fair Value of the Warrants to A
Fair Value of the Warrants to Additional Paid in Capital (Details) | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Fair value, Total | $ 9,376,904 |
Percent of Total Fair Value, Total | 100% |
Amount Allocated, Total | $ 3,999,480 |
Common Stock [Member] | |
Fair value, Total | $ 3,999,480 |
Percent of Total Fair Value, Total | 42.70% |
Amount Allocated, Total | $ 1,707,778 |
Series A, B Placement Agent Warrants [Member] | |
Fair value, Total | $ 5,377,424 |
Percent of Total Fair Value, Total | 57.30% |
Amount Allocated, Total | $ 2,291,702 |
Common Stock Purchase Warrant_2
Common Stock Purchase Warrants (Details Narrative) | 9 Months Ended | ||
Sep. 30, 2023 USD ($) $ / shares shares | Sep. 11, 2023 $ / shares shares | Sep. 08, 2023 $ / shares | |
Warrant exercise price | $ / shares | $ 0.0001 | ||
Expected life | 5 years 10 months 24 days | ||
Number of warrants | 27,777,513 | ||
Issuance Date Fair Value Total | $ | $ 38,018,839 | ||
Warrants measurement input | 1.27% | ||
Series A Warrant [Member] | |||
SeriesA warrants, issued | 6,925,208 | ||
Warrant exercise price | $ / shares | $ 0.5776 | $ 0.0001 | |
Expected life | 5 years | ||
Number of warrants | 1,720,000 | ||
Series B Warrant [Member] | |||
SeriesA warrants, issued | 3,462,604 | ||
Warrant exercise price | $ / shares | $ 0.5776 | $ 0.0001 | |
Expected life | 2 years | ||
Number of warrants | 5,205,208 | ||
Pre-funded Warrants [Member] | |||
Number of warrants | 5,205,208 | ||
Issuance Date Fair Value Total | $ | $ 3,006,008 | ||
Placement Agent Warrants [Member] | |||
Warrant exercise price | $ / shares | $ 0.722 | ||
Expected life | 5 years | ||
Number of warrants | 346,260 | ||
Warrant [Member] | |||
SeriesA warrants, issued | 6,925,208 | ||
Warrant [Member] | Series A Warrant [Member] | |||
Warrants measurement input | 129% | ||
Warrant [Member] | Series A Warrant [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||
Warrants measurement input | 0.045 | ||
Warrant [Member] | Series B Warrant [Member] | |||
Warrants measurement input | 132% | ||
Warrant [Member] | Series B Warrant [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||
Warrants measurement input | 0.053 |
Summary of Option Activity (Det
Summary of Option Activity (Details) - $ / shares | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Aggregate Intrinsic Value, Granted | $ 0.71 | $ 1 | |||
2021 [Equity Incentive Plan Plan Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Number of Shares Common stock options, outstanding at ending balance | 1,349,679 | 1,239,904 | 861,019 | 861,019 | |
Number of Shares, Granted | 104,066 | 127,758 | 384,500 | ||
Weighted Average Exercise Price, Outstanding Ending Balance | $ 3.16 | $ 3.16 | $ 1.75 | $ 1.75 | |
Weighted Average Remaining Contractual Life (Years) Outstanding | 8 years 10 months 2 days | 9 years 3 days | 9 years 3 days | 9 years 11 months 1 day | |
Number of Shares, Exercised | |||||
Number of Shares, Forfeitures or expirations | (1,000) | (17,983) | (5,615) | ||
Weighted Average Exercise Price, Outstanding Beginning Balance | $ 0.61 | $ 0.96 | |||
Weighted Average Remaining Contractual Term, Grants | 9 years 10 months 20 days | 9 years 11 months 23 days | |||
Number of Shares Common stock options, outstanding at ending balance | 1,452,745 | 1,349,679 | 1,239,904 | 1,452,745 | 861,019 |
Weighted Average Exercise Price, Outstanding Ending Balance | $ 2.99 | $ 3.16 | $ 3.16 | $ 2.99 | $ 1.75 |
Aggregate Intrinsic Value, Granted | $ 10,607 | ||||
Shares, Vested and expected to vest | 1,452,745 | 1,452,745 | |||
Shares, Exercisable | 336,310 | 336,310 |
Schedule of Fair Value Assumpti
Schedule of Fair Value Assumption (Details) | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Risk-free interest rate | 4.073% |
Expected term (in years) | 5 years 10 months 24 days |
Expected volatility | 1.27% |
Expected dividend yield | 0% |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Stock-based compensation expense | $ 658,106 | $ 594,360 | |||
Share-based compensation arrangements aggregate intrinsic value | $ 0.71 | $ 1 | |||
Minimum [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Grant-date fair value of options | $ 0.51 | 0.51 | |||
Maximum [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Grant-date fair value of options | $ 0.64 | $ 1.53 | |||
2021 Equity Incentive Plan [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Share based compensation, description | The number of shares of common stock available for issuance under the 2021 Plan will automatically increase on January 1st of each year until the expiration of the 2021 Plan, in an amount equal to 5% percent of the total number of shares of our common stock outstanding on December 31st of the preceding calendar year, on a fully diluted basis, unless the board of directors takes action prior thereto to provide that there will not be an increase in the share reserve for such year or that the increase in the share reserve for such year will be of a lesser number of shares of common stock than would otherwise occur. | ||||
Stock-based compensation expense | $ 236,251 | $ 205,656 | $ 658,105 | $ 594,363 | |
Unrecognized compensation cost | $ 2,133,614 | $ 2,133,614 | $ 2,637,895 | ||
2021 Equity Incentive Plan [Member] | Common Stock [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Number of shares common stock options | 1,333,565 | 1,333,565 | |||
2021 Equity Incentive Plan [Member] | Equity Option [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Number of shares common stock options | 2,786,310 | 2,786,310 |
Schedule of Effective Income Ta
Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Federal income tax benefit at statutory rate | $ (1,255,601) | $ (845,722) | $ (3,486,052) | $ (2,733,779) |
State income tax benefit | (330,642) | (222,707) | (917,994) | (719,896) |
Permanent differences | 6,154 | 3,157 | 14,457 | 11,920 |
Change in valuation allowance | 2,218,188 | 1,132,895 | 5,089,875 | 3,572,189 |
Prior period adjustment to actual | (620,630) | (620,630) | ||
Other | (17,469) | (67,623) | (79,656) | (130,434) |
Total income tax expense |
Schedule of Deferred Tax Assets
Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Income Tax Disclosure [Abstract] | ||
Research and development costs | $ 723,577 | $ 343,087 |
Other | 59,126 | 59,018 |
Net operating losses | 5,862,906 | 3,381,215 |
Research and development costs | 3,645,038 | 1,762,716 |
Research and development tax credit | 756,122 | |
Unvested stock options | 405,739 | 204,380 |
Patents | 99,118 | 92,417 |
Right-of-use assets | 45,265 | 63,563 |
Gross deferred income tax assets | 11,596,891 | 5,906,396 |
Less: valuation allowance | (10,988,821) | (5,580,595) |
Net deferred income tax asset | 608,070 | 325,801 |
Accrual to cash | (11,228) | |
Property and equipment | (608,070) | (314,573) |
Gross deferred income tax liabilities | (608,070) | (325,801) |
Net deferred tax asset (liability) |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Income Tax Disclosure [Abstract] | ||
Valuation allowance | $ 10,988,821 | $ 5,580,595 |
Schedule of Net Loss Per Share
Schedule of Net Loss Per Share Basic and Diluted (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Earnings Per Share [Abstract] | ||||||||
Net loss | $ (5,979,054) | $ (6,616,309) | $ (4,004,887) | $ (4,027,247) | $ (4,040,447) | $ (5,003,511) | $ (16,600,250) | $ (13,071,205) |
Weighted average number of shares used in computing net loss per share of common stock, basic | 19,766,654 | 11,309,412 | 14,287,942 | 11,309,412 | ||||
Weighted average number of shares used in computing net loss per share of common stock, diluted | 19,766,654 | 11,309,412 | 14,287,942 | 11,309,412 | ||||
Net loss per share of common stock, basic | $ (0.30) | $ (0.36) | $ (1.16) | $ (1.16) | ||||
Net loss per share of common stock, diluted | $ (0.30) | $ (0.36) | $ (1.16) | $ (1.16) |
Schedule of Potentially Dilutiv
Schedule of Potentially Dilutive Securities (Details) - shares | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities | 17,186,815 | 5,883,799 |
Share-Based Payment Arrangement, Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities | 1,452,745 | 883,801 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities | 15,734,070 | 4,999,998 |
License Agreement (Details Narr
License Agreement (Details Narrative) - Licensing Agreements [Member] - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | |
Phase 3 Clinical Trial [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Milestone payment | $ 250,000 | |
New Drug Application [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Milestone payment | 250,000 | |
CTx-1301 and CTx-1302 [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Milestone payment | 250,000 | |
CTx-2103 [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Milestone payment | 500,000 | |
CTx-2103 [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Milestone payment | $ 250,000 | |
CTx-1301 [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Accrued milestone payment | $ 250,000 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||||
Sep. 11, 2023 | Aug. 11, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | May 31, 2023 | May 09, 2023 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | ||||||||||
Principal amount | $ 3,000,000 | $ 3,000,000 | $ 8,000,000 | $ 8,000,000 | $ 5,000,000 | |||||
Interest expense | 237,500 | $ 104,838 | 677,500 | $ 104,838 | ||||||
Accrued interest | $ 157,339 | 157,339 | $ 292,339 | |||||||
Gross proceeds | $ 3,999,480 | |||||||||
Common Stock [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
New shares , issued | 1,778,855 | 747,376 | ||||||||
Private Placement [Member] | Common Stock [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
New shares , issued | 1,823,155 | |||||||||
Share price | $ 0.5485 | |||||||||
Gross proceeds | $ 1 | |||||||||
Debt [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Principal amount | $ 5,000,000 | |||||||||
Related Party [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Rental expense | $ 9,000 | $ 9,000 | $ 27,000 | $ 27,000 |