0001213900-23-018635 | 10-K | XBRL Viewer

Document And Entity Information - USD ($) $ in Millions	12 Months Ended
Document And Entity Information - USD ($) $ in Millions	Dec. 31, 2022	Mar. 06, 2023	Jun. 30, 2022
Document Information Line Items
Entity Registrant Name	Blue Water Vaccines Inc.
Trading Symbol	BWV
Document Type	10-K
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		15,911,868
Entity Public Float			$ 9.8
Amendment Flag	false
Entity Central Index Key	0001782107
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Non-accelerated Filer
Entity Well-known Seasoned Issuer	No
Document Period End Date	Dec. 31, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	false
Entity Ex Transition Period	false
ICFR Auditor Attestation Flag	false
Document Annual Report	true
Document Transition Report	false
Entity File Number	001-41294
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	81-2262816
Entity Address, Address Line One	201 E. Fifth Street
Entity Address, Address Line Two	Suite 1900
Entity Address, City or Town	Cincinnati
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	45202
City Area Code	(513)
Local Phone Number	620-4101
Title of 12(b) Security	Common stock, $0.00001 par value
Security Exchange Name	NASDAQ
Entity Interactive Data Current	Yes
Auditor Firm ID	199
Auditor Name	Mayer Hoffman McCann P.C.
Auditor Location	Los Angeles, California

Balance Sheets - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Current assets
Cash	$ 25,752,659	$ 1,928,474
Prepaid expenses and other current assets	469,232	234,551
Deferred offering costs		757,646
Receivable from related parties	35,850	152,524
Total current assets	26,257,741	3,073,195
Prepaid expenses, long-term	38,617
Property and equipment, net	14,089	11,502
Total assets	26,310,447	3,084,697
Current liabilities
Accounts payable	1,499,296	582,605
Accrued expenses	2,409,128	1,055,515
Contingent warrant liability	14,021
Total current liabilities	3,922,445	1,638,120
Total liabilities	3,922,445	1,638,120
Commitments and Contingencies (see Note 7)
Stockholders’ equity
Preferred stock, $0.00001 par value, 10,000,000 shares authorized at December 31, 2022 and 2021
Series Seed: 0 and 1,150,000 shares designated at December 31, 2022 and 2021, respectively; 0 and 1,146,138 shares issued and outstanding at December 31, 2022 and 2021, respectively; $0 and $15.4 million aggregate liquidation preference at December 31, 2022 and 2021, respectively		11
Common stock, $0.00001 par value, 250,000,000 shares authorized at December 31, 2022 and 2021; 15,724,957 and 3,200,000 shares issued at December 31, 2022 and 2021, respectively; 15,265,228 and 3,200,000 shares outstanding at December 31, 2022 and 2021, respectively	157	32
Additional paid-in-capital	42,331,155	7,403,204
Treasury stock, at cost; 459,729 and 0 shares of common stock at December 31, 2022 and 2021, respectively	(566,810)
Accumulated deficit	(19,376,500)	(5,956,670)
Total stockholders’ equity	22,388,002	1,446,577
Total liabilities and stockholders’ equity	$ 26,310,447	$ 3,084,697

Balance Sheets (Parentheticals) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Preferred stock, par value (in Dollars per share)	$ 0.00001	$ 0.00001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares designated	0	1,150,000
Preferred stock, shares issued	0	1,146,138
Preferred stock, shares outstanding	0	1,146,138
Aggregate liquidation preference shares (in Dollars)	$ 0	$ 15,400,000
Common stock, par value (in Dollars per share)	$ 0.00001	$ 0.00001
Common stock, shares authorized	250,000,000	250,000,000
Common stock, shares issued	15,724,957	3,200,000
Common stock, shares outstanding	15,265,228	3,200,000
Treasury stock, shares of common stock	459,729	0

Statements of Operations - USD ($)	12 Months Ended
Statements of Operations - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Operating expenses
General and administrative	$ 9,351,552	$ 2,092,304
Research and development	4,129,688	1,325,030
Total operating expenses	13,481,240	3,417,334
Loss from operations	(13,481,240)	(3,417,334)
Other income
Change in fair value of contingent warrant liability	(61,410)
Total other income	(61,410)
Net loss	(13,419,830)	(3,417,334)
Cumulative preferred stock dividends	96,359	627,391
Net loss applicable to common stockholders	$ (13,516,189)	$ (4,044,725)
Net loss per share attributable to common stockholders, basic and diluted (in Dollars per share)	$ (1.1)	$ (1.26)
Weighted average number of common shares outstanding, basic and diluted (in Shares)	12,271,449	3,200,000

Statements of Operations (Parentheticals) - $ / shares	12 Months Ended
Statements of Operations (Parentheticals) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
Income Statement [Abstract]
Net loss per share attributable to common stockholders, basic and diluted (in Dollars per share)	$ (1.10)	$ (1.26)
Weighted average number of common shares outstanding, basic and diluted (in Shares)	12,271,449	3,200,000

- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

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+ Details

Statements of Stockholders’ Equity - USD ($)	Preferred Stock	Common Stock	Additional Paid-in Capital	Treasury Shares	Stock Amount	Accumulated Deficit	Total
Balance at Dec. 31, 2020	$ 11	$ 32	$ 7,273,063			$ (2,539,336)	$ 4,733,770
Balance (in Shares) at Dec. 31, 2020	1,146,138	3,200,000
Stock-based compensation			130,141				130,141
Stock-based compensation (in Shares)
Net loss						(3,417,334)	(3,417,334)
Balance at Dec. 31, 2021	$ 11	$ 32	7,403,204			(5,956,670)	1,446,577
Balance (in Shares) at Dec. 31, 2021	1,146,138	3,200,000
Issuance of common stock in initial public offering, net of $2.9 million of offering costs		$ 22	17,138,818				17,138,840
Issuance of common stock in initial public offering, net of $2.9 million of offering costs (in Shares)		2,222,222
Conversion of convertible preferred stock to common stock upon initial public offering	$ (11)	$ 56	(45)
Conversion of convertible preferred stock to common stock upon initial public offering (in Shares)	(1,146,138)	5,626,365
Issuance of common stock and warrants in April private placement, net of $1.1 million of offering costs		$ 6	6,858,322				6,858,328
Issuance of common stock and warrants in April private placement, net of $1.1 million of offering costs (in Shares)		590,406
Issuance of common stock and warrants in August private placement, net of $2.2 million of offering costs		$ 14	8,689,302				8,689,316
Issuance of common stock and warrants in August private placement, net of $2.2 million of offering costs (in Shares)		1,350,000
Exercise of stock options		$ 2	1,653				1,655
Exercise of stock options (in Shares)		165,452
Exercise of pre-funded warrants		$ 22	1,414				1,436
Exercise of pre-funded warrants (in Shares)		2,277,046
Issuance of restricted common stock		$ 3	263,921				263,924
Issuance of restricted common stock (in Shares)		293,466
Stock-based compensation			1,974,566				1,974,566
Stock-based compensation (in Shares)
Purchase of treasury shares					(566,810)		(566,810)
Purchase of treasury shares (in Shares)				(459,729)
Net loss						(13,419,830)	(13,419,830)
Balance at Dec. 31, 2022		$ 157	$ 42,331,155		$ (566,810)	$ (19,376,500)	$ 22,388,002
Balance (in Shares) at Dec. 31, 2022		15,724,957		(459,729)

Statements of Stockholders’ Equity (Parentheticals) $ in Millions	12 Months Ended
	Dec. 31, 2022 USD ($)
Statement of Stockholders' Equity [Abstract]
Issuance of common stock in initial public offering, net	$ 2.9
Issuance of common stock and warrants in April private placement, net	1.1
Issuance of common stock and warrants in August private placement, net	$ 2.2

Statements of Cash Flows - USD ($)	12 Months Ended
Statements of Cash Flows - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Cash flows from operating activities
Net loss	$ (13,419,830)	$ (3,417,334)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation	1,974,566	130,141
Issuance of restricted common stock	263,924
Change in fair value of contingent warrant liability	(61,410)
Depreciation expense	6,752	4,890
Write off of receivable from related party		22,242
Loss on disposal of property and equipment		1,199
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	(234,681)	8,302
Receivable from related parties	(23,326)	(114,961)
Prepaid expenses, long-term	(38,617)	184,934
Accounts payable	1,093,913	336,715
Accrued expenses	1,739,849	809,279
Deferred rent		(9,642)
Net cash used in operating activities	(8,698,860)	(2,044,235)
Cash flows from investing activities
Purchase of property and equipment	(9,339)	(1,924)
Net cash used in investing activities	(9,339)	(1,924)
Cash flows from financing activities
Payment of deferred offering costs		(334,188)
Proceeds from issuance of common stock in initial public offering, net of underwriting discount	18,400,000
Payments of initial public offering costs	(926,972)
Proceeds from issuance of common stock and warrants in private placements, net of placement agent discount	16,468,123
Payments of private placement issuance costs	(845,048)
Purchase of treasury shares	(566,810)
Proceeds from exercise of stock options	1,655
Proceeds from exercise of pre-funded warrants	1,436
Net cash provided by (used in) financing activities	32,532,384	(334,188)
Net increase (decrease) in cash	23,824,185	(2,380,347)
Cash, beginning of period	1,928,474	4,308,821
Cash, end of period	25,752,659	1,928,474
Noncash investing and financing activities:
Deferred offering costs included in accounts payable and accrued expenses		423,458
Conversion of convertible preferred stock to common stock upon initial public offering	45
Recognition of contingent warrant liability upon issuance of common stock in private placements	75,431
Incremental fair value of preferred investment options exchanged in connection with August private placement	860,204
Payment of accrued bonus through related party receivable	140,000
Exercise of pre-funded warrants	$ 6

Organization and Basis of Presentation

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Organization and Basis of Presentation

Note 1 — Organization and Basis of Presentation

Organization and Nature of Operations

Blue Water Vaccines Inc. (the “Company”) was formed on October 26, 2018, to focus on the research and development of transformational vaccines to prevent infectious diseases worldwide. The Company’s lead vaccine candidate, BWV-201, is a live attenuated, intranasally delivered, serotype independent Streptococcus pneumoniae vaccine targeting S. pneumo-induced acute otitis media and pneumococcal pneumonia. BWV’s influenza vaccine candidates, BWV-101 and BWV-102, are being investigated as a universal influenza vaccine with the potential to protect against all influenza strains and a pre-pandemic H1 influenza vaccine, respectively. In addition to exploratory analysis for applications in flu vaccines, the Company’s virus-like particle platform is being utilized to investigate and develop vaccine candidates against norovirus, rotavirus, malaria, monkeypox, and Marburg virus disease. Finally, the Company is developing a live attenuated, orally delivered Chlamydia vaccine. All of the Company’s vaccine candidates are in the pre-clinical developmental stage.

Stock Split

On November 24, 2021, the Company effected a 4-for-1 (4:1) stock split (the “Stock Split”) of the Company’s common stock without any change to its par value, which became effective on November 24, 2021. All references to share and per share amounts for all periods presented in these financial statements have been retrospectively restated to reflect the Stock Split and proportional adjustment of the preferred stock conversion ratio.

Initial Public Offering

On February 23, 2022, the Company completed its initial public offering (“IPO”) in which the Company issued and sold 2,222,222 shares of its common stock, at a price to the public of $9.00 per share. Proceeds from the IPO, net of underwriting discounts, commissions, and offering costs of $2.9 million, were $17.1 million. In connection with the completion of the IPO, all outstanding shares of convertible preferred stock were converted into 5,626,365 shares of common stock. See Note 6.

Basis of Presentation

The Company’s financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Liquidity and Financial Condition

12 Months Ended

Dec. 31, 2022

Liquidity and Financial Condition [Abstract]

Liquidity and Financial Condition

Note 2 — Liquidity and Financial Condition

The Company’s operating activities to date have been devoted to seeking licenses and engaging in research and development activities. The Company’s product candidates currently under development will require significant additional research and development efforts prior to commercialization. The Company has financed its operations since inception primarily using proceeds received from seed investors, and proceeds received from its IPO and two private placement issuances (the “Private Placements”). During 2022, the Company completed its IPO and the Private Placements in which the Company received an aggregate of approximately $33.1 million in net cash proceeds, after deducting placement agent fees and other offering expenses, see Note 6.

The Company has incurred substantial operating losses since inception and expects to continue to incur significant operating losses for the foreseeable future. As of December 31, 2022, the Company had cash of approximately $25.8 million, working capital of approximately $22.3 million and an accumulated deficit of approximately $19.4 million.

The Company believes the existing cash at December 31, 2022 will be sufficient to continue operations, satisfy its obligations and fund the future expenditures that will be required to conduct the clinical and regulatory work to develop its product candidates for at least one year following the date that these financial statements were issued.

The Company will require significant additional capital to make the investments it needs to execute its long-term business plan. The Company expects a significant increase in cash outflows as compared to its historical spend for its planned pre-clinical development and clinical trial activities, and as such, it will need to raise additional capital to sustain operations and meet its long-term operating requirements beyond the one-year period following the date that these financial statements were issued. The Company expects to seek additional funding through additional debt or equity financings; however, there are currently no commitments in place for further financing nor is there any assurance that such financing will be available to the Company on favorable terms, if at all. If the Company is unable to secure additional capital, it may be required to curtail any clinical trials and development of products and take additional measures to reduce expenses in order to conserve its cash in amounts sufficient to sustain operations and meet its obligations in the long-term.

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Note 3 — Summary of Significant Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting periods. The most significant estimates in the Company’s financial statements relate to the valuation of common stock (for transactions incurred prior to the consummation of the IPO), stock-based compensation, accrued research and development expenses and the valuation allowance of deferred tax assets resulting from net operating losses. These estimates and assumptions are based on current facts, historical experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of expenses that are not readily apparent from other sources. Actual results may differ materially and adversely from these estimates. To the extent there are material differences between the estimates and actual results, the Company’s future results of operations will be affected.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000. As of December 31, 2022 and 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

Property and Equipment

Property and equipment consists of computers and office furniture and fixtures, all of which are recorded at cost. Depreciation is recorded using the straight-line method over the respective useful lives of the assets ranging from three to seven years. Long-lived assets are reviewed for impairment whenever events or circumstances indicate that the carrying amount of these assets may not be recoverable.

Fair Value Measurements

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

●

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

●

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

●

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Financial instruments, including cash, prepaid expenses, deferred offering costs, receivables from related party, accounts payable and accrued liabilities are carried at cost, which management believes approximates fair value due to the short-term nature of these instruments. As of December 31, 2022, the contingent warrant liability that became issuable upon the closing of the Private Placements is valued on a recurring basis utilizing a Monte Carlo simulation which includes Level 3 inputs. See Note 6. As of December 31, 2022 and 2021, none of the Company’s non-financial assets or liabilities were recorded at fair value on a non-recurring basis. No transfers between levels have occurred during the periods presented.

The following assumptions were used for the valuation of the contingent warrant liability upon the various commitment dates, as discussed in Note 6, and at December 31, 2022:

	April 19, 2022			August 11, 2022			December 31, 2022
Exercise price	$	8.46875		$	3.3938		$	3.3938
Term (years)		4.00			5.00			4.61
Expected stock price volatility		117.0	%		127.8	%		120.8	%
Risk-free rate of interest		2.86	%		2.98	%		4.03	%

The fair value of financial instruments measured on a recurring basis is as follows:

	As of December 31, 2022
Description	Total		Level 1		Level 2		Level 3
Liabilities:
Contingent warrant liability	$	14,021		—		—	$	14,021

The following table summarizes the change in fair value, as determined by Level 3 inputs, for the contingent warrant liability using unobservable Level 3 inputs for the year ended December 31, 2022:

	Contingent Warrant Liability
Balance at December 31, 2021	$	—
Fair value at issuance		75,431
Change in fair value		(61,410	)
Balance at December 31, 2022	$	14,021

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 in stockholders’ equity as a reduction of proceeds generated as a result of the offering. Should the in-process equity financing be abandoned, the deferred offering costs will be expensed immediately as a charge to operating expenses in the statements of operations. As of December 31, 2022, all previously deferred offering costs related to the IPO, totaling approximately $0.8 million, and of which $0.3 million were paid during 2021, were netted against the proceeds received upon the closing of the IPO, which occurred on February 23, 2022.

Research and Development

The Company expenses the cost of research and development as incurred. Research and development expenses include costs incurred in funding research and development activities, license fees, and other external costs. Advance payments for goods and services that will be used in future research and development activities are expensed when the activity has been performed or when the goods have been received rather than when the payment is made. Upfront and milestone payments due to third parties that perform research and development services on the Company’s behalf will be expensed as services are rendered or when the milestone is achieved. When billing terms under research and development contracts do not coincide with the timing of when the work is performed, the Company is required to make estimates of outstanding obligations as of period end to those third parties. Accrual estimates are based on several factors, including the Company’s knowledge of the progress towards completion of the research and development activities, invoicing to date under the contracts, communication from the research institution or other companies of any actual costs incurred during the period that have not yet been invoiced, and the costs included in the contracts. Significant judgments and estimates may be made in determining the accrued balances at the end of any reporting period. Actual results could differ from the estimates made by the Company. The historical accrual estimates made by the Company have not been materially different from the actual costs. See Notes 5 and 7.

In accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 730-10-25-1, Research and Development, costs incurred in obtaining licenses and patent rights are charged to research and development expense if the technology licensed has not reached commercial feasibility and has no alternative future use. The licenses purchased by the Company (see Note 5) require substantial completion of research and development, regulatory and marketing approval efforts to reach commercial feasibility and have no alternative future use. Accordingly, the total purchase price for the licenses acquired is reflected as research and development on the Company’s statements of operations.

Contingencies

Accruals are recorded for loss contingencies when it is probable that a liability has been incurred and the amount of the related loss can be reasonably estimated. The Company evaluates, on a quarterly basis, developments in legal proceedings and other matters that could cause an increase or decrease in the amount of the liability that has been accrued previously. Considering facts known at the time of the assessment, the Company determines whether potential losses are considered reasonably possible or probable and whether they are estimable. Based upon this assessment, the Company carries out an evaluation of disclosure requirements and considers possible accruals in the financial statements.

Stock-Based Compensation

The Company expenses stock-based compensation to employees and non-employees over the requisite service period based on the estimated grant-date fair value of the awards. Stock-based awards to employees with graded-vesting schedules are recognized, using the accelerated attribution method, on a straight-line basis over the requisite service period for each separately vesting portion of the award.

The Company estimates the fair value of stock option grants using the Black-Scholes option pricing model and the assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment.

Expected Term — The expected term of options represents the period that the Company’s stock-based awards are expected to be outstanding based on the simplified method, which is the half-life from vesting to the end of its contractual term.

Expected Volatility — Volatility is a measure of the amount by which the Company’s share price has historically fluctuated or is expected to fluctuate (i.e., expected volatility) during a period. Due to the lack of an adequate history of a public market for the trading of the Company’s common stock and a lack of adequate company-specific historical and implied volatility data, the Company computes stock price volatility over expected terms based on comparable companies’ historical common stock trading prices. For these analyses, the Company has selected companies with comparable characteristics, including enterprise value, risk profiles, and position within the industry.

Common Stock Fair Value — Due to the absence of an active market for the Company’s common stock prior to the IPO, the fair value of the common stock underlying the Company’s stock options granted prior to the IPO was estimated at each grant date and was determined with the assistance of an independent third-party valuation expert. The assumptions underlying these valuations represented management’s best estimates, which involved inherent uncertainties and the application of significant levels of management judgment. After the completion of the IPO, the fair value of each share of common stock is based on the closing price of the Company’s common stock, as reported by the Nasdaq Capital Market, on the grant date of the award.

Risk-Free Interest Rate — The Company bases the risk-free interest rate on the implied yield available on U.S. Treasury securities with a remaining term commensurate with the estimated expected term.

Expected Dividend — The Company has never declared or paid any cash dividends on its shares of common stock and does not plan to pay cash dividends in the foreseeable future, and, therefore, uses an expected dividend yield of zero in its valuation models.

The Company recognizes forfeitures of equity awards as they occur.

Fair Value of Common Stock

In order to determine the fair value of shares of common stock of the Company when issuing stock options prior to the IPO, the Company’s board of directors considered with input from third party valuations, among other things, contemporaneous valuations of the Company’s common stock. Given the absence of a public trading market of the Company’s capital stock prior to the IPO, the Company’s board of directors exercised reasonable judgment and considered a number of objective and subjective factors to determine the best estimate of the fair value of the Company common stock, including:

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the prices, rights, preferences and privileges of the Company’s preferred stock relative to the Company’s common stock;

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the Company’s business, financial condition and results of operations, including related industry trends affecting the Company’s operations;

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the likelihood of achieving a liquidity event, such as an IPO, or sale of the Company, given prevailing market conditions;

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the lack of marketability of the Company’s common stock;

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the market performance of comparable publicly traded companies;

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U.S. and global economic and capital market conditions and outlook; and

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common stock valuation methodology.

In estimating the fair market value of common stock of the Company, its board of directors first determined the equity value of its business using accepted valuation methods.

The Company engaged a third-party valuation specialist to conduct a valuation, which used its most recent preferred stock financing as a starting point and determined the equity value of the Company based on the Backsolve method using an Option Pricing Method (OPM) to calculate the implied value based on a market approach. The Company’s equity value was allocated using OPM to estimate the fair market value of the Company’s classes of equity.

After the completion of the IPO, the fair value of each share of common stock is based on the closing price of the Company’s common stock on the grant date of the award, as reported by the Nasdaq Capital Market.

Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for 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 expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rate is recognized in operations in the period that includes the enactment date. Deferred tax assets are reduced to estimated amounts expected to be realized by the use of a valuation allowance.

Comprehensive Income (Loss)

The Company is required to report all components of comprehensive income (loss), including net income (loss), in the accompanying financial statements in the period in which they are recognized. Comprehensive income (loss) is defined as the change in equity during a period from transactions and other events and circumstances from non-owner sources, including unrealized gains and losses on investments and foreign currency translation adjustments. Net loss and comprehensive loss were the same for all periods presented.

Warrants

The Company determines the accounting classification of warrants that are issued, as either liability or equity, by first assessing whether the warrants meet liability classification in accordance with ASC 480-10, Distinguishing Liabilities from Equity, (“ASC 480-10”), and then in accordance with ASC 815-40, Derivatives and Hedging - Contracts in Entity’s Own Equity (“ASC 815-40”). Under ASC 480-10, warrants are considered liability-classified if the warrants are mandatorily redeemable, obligate the issuer to settle the warrants or the underlying shares by paying cash or other assets, or must or may require settlement by issuing a variable number of shares.

If the warrants do not meet liability classification under ASC 480-10, the Company assesses the requirements under ASC 815-40, which states that contracts that require or may require the issuer to settle the contract for cash are liabilities recorded at fair value, irrespective of the likelihood of the transaction occurring that triggers the net cash settlement feature. If the warrants do not require liability classification under ASC 815-40, in order to conclude equity classification, the Company assesses whether the warrants are indexed to its common stock and whether the warrants are classified as equity under ASC 815-40 or other applicable GAAP. After all relevant assessments are made, the Company concludes whether the warrants are classified as liability or equity. Liability-classified warrants are required to be accounted for at fair value both on the date of issuance and on subsequent accounting period ending dates, with all changes in fair value after the issuance date recorded as a component of other income (expense), net in the statements of operations. Equity-classified warrants are accounted for at fair value on the issuance date with no changes in fair value recognized after the issuance date. As of December 31, 2022, all of the Company’s outstanding warrants are equity-classified warrants, except for the contingent warrants that became issuable upon the close of the Private Placements. See Note 6.

Treasury Stock

The Company records treasury stock activities under the cost method whereby the cost of the acquired stock is recorded as treasury stock.

Net Loss Per Share

Basic loss per share is computed by dividing the net income or loss applicable to common shares by the weighted average number of common shares outstanding during the period, including pre-funded warrants because their exercise requires only nominal consideration for delivery of shares. Diluted earnings per share is computed using the weighted average number of common shares and, if dilutive, potential common shares outstanding during the period. Potential common shares consist of the Company’s preferred stock, warrants, and options. Diluted loss per share excludes the shares issuable upon the conversion of preferred stock, as well as common stock options and warrants, from the calculation of net loss per share if their effect would be anti-dilutive.

The two-class method is used to determine earnings per share based on participation rights of participating securities in any undistributed earnings. Each preferred stock that includes rights to participate in distributed earnings is considered a participating security and the Company uses the two-class method to calculate net income available to the Company’s common stockholders per common share — basic and diluted.

The following securities were excluded from the computation of diluted shares outstanding for the periods presented, as they would have had an anti-dilutive impact on the Company’s net loss:

	Years Ended December 31,
	2022		2021
Options to purchase shares of common stock		1,392,654		780,640
Warrants		5,264,274		—
Series Seed Preferred Stock		—		4,584,552
Total		6,656,928		5,365,192

New Accounting Pronouncements

In April 2012, the Jump-Start Our Business Startups Act (the “JOBS Act”) was signed into law. The JOBS Act contains provisions that, among other things, reduce certain reporting requirements for an emerging growth company. As an emerging growth company, the Company may elect to adopt new or revised accounting standards when they become effective for non-public companies, which typically is later than when public companies must adopt the standards. The Company has elected to take advantage of the extended transition period afforded by the JOBS Act and, as a result, unless the Company elects early adoption of any standards, will adopt the new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-public companies.

In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. This guidance is effective for public business entities except for smaller reporting companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2021. For all other entities, the standard will be effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted. The Company early adopted ASU 2020-06 on January 1, 2022, using the modified retrospective method, and the adoption of the ASU did not impact the Company’s financial position, results of operations, cash flows or net loss per share.

In October 2020, the FASB issued ASU 2020-10, Codification Improvements, which updates various codification topics by clarifying or improving disclosure requirements to align with the SEC’s regulations. The Company adopted ASU 2020-10 as of the reporting period beginning January 1, 2022. The adoption of this update did not have a material effect on the Company’s financial statements.

In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt — Modifications and Extinguishments (Subtopic 470-50), Compensation — Stock Compensation (Topic 718), and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (a consensus of the FASB Emerging Issues Task Force). The ASU clarifies and reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity classified after modification or exchange. The ASU provides guidance that will clarify whether an issuer should account for a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange as (1) an adjustment to equity and, if so, the related earnings per share (EPS) effects, if any, or (2) an expense and, if so, the manner and pattern of recognition. The new guidance is effective for all entities for annual and interim periods beginning after December 15, 2021, and early adoption is permitted, including adoption in an interim period. The Company adopted ASU 2021-04 on January 1, 2022, and the adoption of the ASU did not impact the Company’s financial position, results of operations, cash flows or net loss per share.

In June 2022, the FASB issued ASU No. 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions (“ASU 2022-03”), which applies to all equity securities measured at fair value that are subject to contractual sale restrictions. This change prohibits entities from taking into account contractual restrictions on the sale of equity securities when estimating fair value and introduces required disclosures for such transactions. This guidance is effective for public business entities beginning after December 15, 2023, including interim periods within those fiscal years. For all other entities, the standard will be effective for fiscal years beginning after December 15, 2024, including interim periods within those fiscal years. Early adoption is permitted. The Company early adopted ASU 2022-03 effective July 1, 2022, and the adoption of the ASU did not impact the Company’s financial position, results of operations, cash flows, or net loss per share.

The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.

Balance Sheet Details

12 Months Ended

Dec. 31, 2022

Balance Sheet Related Disclosures [Abstract]

Balance Sheet Details

Note 4 — Balance Sheet Details

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following as of December 31, 2022 and 2021:

	As of December 31, 2022		As of December 31, 2021
Prepaid research and development	$	231,981	$	203,910
Prepaid insurance		148,789		4,842
Prepaid other		88,462		25,799
Total	$	469,232	$	234,551

Accrued Expenses

Accrued expenses consisted of the following as of December 31, 2022 and 2021:

	As of December 31, 2022		As of December 31, 2021
Accrued license fees	$	15,000	$	225,000
Accrued research and development		847,747		300,182
Accrued deferred offering costs		125,000		246,236
Accrued compensation		1,132,859		234,265
Accrued franchise taxes		177,600		—
Accrued director fees		38,750		—
Accrued other		72,172		49,832
Total	$	2,409,128	$	1,055,515

Significant Agreements

12 Months Ended

Dec. 31, 2022

Significant Agreements Abstract

Significant Agreements

Note 5 — Significant Agreements

Oxford University Innovation Limited

In December 2018, the Company entered into an option agreement with Oxford University Innovation (“OUI”), which was a precursor to a license agreement (the “OUI Agreement”), dated July 16, 2019. Under the terms of the OUI Agreement, the Company holds an exclusive, worldwide license to certain specified patent rights and biological materials relating to the use of epitopes of limited variability and virus-like particle products and practice processes that are covered by the licensed patent rights and biological materials for the purpose of developing and commercializing a vaccine product candidate for influenza. The Company is obligated to use its best efforts to develop and market Licensed Products, as defined in the OUI Agreement, in accordance with its development plan, report to OUI on progress, achieve the following milestones and must pay OUI nonrefundable milestone fees when it achieves them: initiation of first Phase I study; initiation of first Phase II study; initiation of first Phase III/pivotal registration studies; first submission of application for regulatory approval (BLA/NDA); marketing authorization in the United States; marketing authorization in any EU country; marketing authorization in Japan; first marketing authorization in any other country; first commercial sale in Japan; first commercial sale in any ROW country; first year that annual sales equal or exceed certain thresholds. See Note 7 for additional information on the milestone payments as well as royalty obligations required under the OUI Agreement. The OUI Agreement will expire upon ten (10) years from the expiration of the last patent contained in the licensed patent rights, unless terminated earlier. During the year ended December 31, 2021, the U.S. Patent related to immunogenic composition was issued to OUI. This patent expires in August 2037. No additional patents have been issued as of December 31, 2022. Either party may terminate the OUI Agreement for an uncured material breach. The Company was able to terminate the OUI Agreement for any reason at any time upon six months’ written notice until July 16, 2022, which was the third anniversary of the OUI Agreement. OUI may terminate immediately if the Company has a petition presented for its winding-up or passes a resolution for winding up other than for a bona fide amalgamation or reconstruction or compounds with its creditors or has a receiver or administrator appointed. OUI may also terminate if the Company opposes or challenges the validity of any of the patents or applications in the Licensed Technology, as defined in the OUI Agreement; raises the claim that the know-how of the Licensed Technology is not necessary to develop and market Licensed Products; or in OUI’s reasonable opinion, is taking inadequate or insufficient steps to develop or market Licensed Products and does not take any further steps that OUI requests by written notice within a reasonable time.

For the years ended December 31, 2022 and 2021, the Company did not incur any licensing fee payments for intellectual property licenses. See Note 7.

St. Jude Children’s Hospital

The Company entered into a license agreement (the “St. Jude Agreement”), dated January 27, 2020, with St. Jude Children’s Research Hospital (“St. Jude”). Under the terms of the St. Jude Agreement, the Company holds an exclusive, worldwide license to certain specified patent rights and biological materials relating to the use of live attenuated streptococcus pneumoniae and practice processes that are covered by the licensed patent rights and biological materials for the purpose of developing and commercializing a vaccine product candidate for streptococcus pneumoniae. The St. Jude Agreement will expire upon the expiration of the last valid claim contained in the licensed patent rights, unless terminated earlier. The Company is obligated to use commercially reasonable efforts to develop and commercialize the licensed product(s). The milestones include the following events: (i) complete IND enabling study; (ii) initiate animal toxicology study; (iii) file IND; (iv) complete Phase I Clinical Trial; (v) commence Phase II Clinical Trial; (vi) commence Phase III Clinical Trial; and (vii) regulatory approval, U.S. or foreign equivalent. If the Company fails to achieve the development milestones contained in the St. Jude Agreement, and if the Company and St. Jude fail to agree upon a mutually satisfactory revised timeline, St. Jude will have the right to terminate the St. Jude Agreement. Either party may terminate the St. Jude Agreement in the event the other party (a) files or has filed against it a petition under the Bankruptcy Act (among other things) or (b) fails to perform or otherwise breaches its obligations under the St. Jude Agreement, and has not cured such failure or breach within sixty (60) days. The Company may terminate for any reason on thirty (30) days written notice. On May 11, 2022, the Company entered into an amendment to the St. Jude Agreement, whereby the royalty terms, milestone payments and licensing fees were amended, and a revised development milestone timeline was agreed to. See Note 7 for more information on this amendment.

For the years ended December 31, 2022 and 2021, the Company recognized $15,000 and $11,000, respectively, for intellectual property licenses, which is recorded as research and development expenses. See Note 7 for additional information on the milestone payments as well as royalty obligations required under the St. Jude Agreement.

Cincinnati Children’s Hospital Medical Center

The Company entered into a license agreement (the “CHMC Agreement”), dated June 1, 2021, with Children’s Hospital Medical Center, d/b/a Cincinnati Children’s Hospital Medical Center (“CHMC”). Under the terms of the CHMC Agreement, the Company holds an exclusive, worldwide license (other than the excluded field of immunization against, and prevention, control, or reduction in the severity of gastroenteritis caused by rotavirus and norovirus in China and Hong Kong) to certain specified patent and biological materials relating to the use of norovirus nanoparticles and practice processes that are covered by the licensed patent rights and biological materials for the purpose of developing and commercializing CHMC patents and related technology directed to a virus-like particle vaccine platform that utilizes nanoparticle delivery technology that may have potential broad application to develop vaccines for multiple infectious diseases. The term of the CHMC Agreement begins on the effective date and extends on a jurisdiction by jurisdiction and product by product basis until the later of: (i) the last to expire licensed patent; (ii) ten (10) years after the first commercial sale; or, (iii) entrance onto the market of a biosimilar or interchangeable product. The Company is obligated to use commercially reasonable efforts to bring licensed products to market through diligent research and development, testing, manufacturing and commercialization, to use best efforts to make all necessary regulatory filings and obtain all necessary regulatory approvals, to achieve milestones relating to development and sales, and report to CHMC on progress. The Company will also be obligated to pay the agreed upon development milestone payments to CHMC, as well as royalty payments, see Note 7 for additional information. The Company may terminate the CHMC Agreement for convenience, at any time prior to first commercial sale of a product or process by providing one hundred and eighty (180) days’ written notice to CHMC. It may also terminate for a CHMC uncured material breach. CHMC may terminate the CHMC Agreement for an uncured Company material breach or insolvency or bankruptcy. Pursuant to the terms of the CHMC Agreement, if the Company fails to achieve the milestones, and cannot mutually agree with CHMC on an amendment to the milestones, then CHMC will have the option of converting any and all of such exclusive licenses to nonexclusive licenses, to continue developing indications that have already entered development at any stage or in which the Company has invested in developing. CHMC may also terminate the CHMC Agreement to the fullest extent permitted by law in the countries of the worldwide territory, in the event the Company or its affiliates challenge or induce others set up challenges to the validity or enforceability of any of the Licensed Patents, as defined in the CHMC Agreement, and the Company will be obligated to reimburse CHMC for its costs, including reasonable attorneys’ fees.

For the years ended December 31, 2022 and 2021, the Company recognized an aggregate of approximately $38,000 and $402,000, respectively, for intellectual property licenses and patent reimbursements, which are recorded as research and development expenses and included in accounts payable as of December 31, 2022 and accrued expenses as of December 31, 2021. See Note 7.

Ology Bioservices, Inc. (which was later acquired by National Resilience, Inc.)

The Company entered into a Master Services Agreement (“Ology MSA”), dated July 19, 2019, with Ology, Inc. (“Ology”) to provide services from time to time, including but not limited to technology transfer, process development, analytical method optimization, cGMP manufacture, regulatory affairs, and stability studies of biologic products. Pursuant to the Ology MSA, the Company and Ology shall enter into a Project Addendum for each project to be governed by the terms and conditions of the Ology MSA.

The Company has entered into two Project Addendums as of December 31, 2022. The initial Project Addendum was executed on October 18, 2019 and the Company was required to pay Ology an aggregate of approximately $4 million. Due to unforeseen delays associated with COVID-19, the Company and Ology entered into a letter agreement dated January 9, 2020 to stop work on the project, at which point the Company had paid Ology $100,000 for services to be provided. The second Project Addendum was executed on May 21, 2021 and the Company is obligated to pay Ology an aggregate amount of approximately $2.8 million, plus reimbursement for materials and outsourced testing, which will be billed at cost plus 15%.

During 2022, the Company entered into three amendments to the Ology MSA, to adjust the scope of work defined in the second Project Addendum. The amendments resulted in a net increase to the Company’s obligations under the second Project Addendum of $154,000.

During the years ended December 31, 2022 and 2021, the Company incurred related research and development expenses of approximately $1,329,000 and $328,000, respectively, and had approximately $476,000 and $669,000 recorded as related accounts payable and accrued expenses, respectively, at December 31, 2022, and approximately $164,000 and $115,000 recorded as related accounts payable and accrued expenses, respectively, at December 31, 2021.

University of Texas Health Science Center at San Antonio

The Company entered into a patent and technology license agreement (the “UT Health Agreement”), dated November 18, 2022, with the University of Texas Health Science Center at San Antonio (“UT Health”). Under the terms of the UT Health Agreement, the Company holds an exclusive, worldwide license (other than the excluded field of vectors, as defined in the UT Health Agreement) to certain specified patent rights relating to the development of a live attenuated, oral Chlamydia vaccine candidate. An initial non-refundable license fee of $100,000 was due upon execution of the agreement and subsequent annual license fees of $20,000 per year for each of the four years ending on December 31, 2026; $40,000 per year for each of the two years ending on December 31, 2028, and $60,000 per year for the year ending December 31, 2029 and each year thereafter until expiration or termination of the UT Health agreement. See Note 7 for information on milestone payments as well as royalty obligations required under the UT Health Agreement. The UT Health Agreement will expire upon the expiration of the last date of expiration or termination of the patent rights, unless terminated earlier. The Company may terminate the UT Health Agreement for convenience, by providing 90 days’ written notice to UT Health. UT Health may terminate the UT Health Agreement in the event the Company (a) becomes arrears in payment due and does not make payment within 30 days after notification from UT Health or (b) is in breach of any non-payment provision and does not cure such breach within 60 days after notification from UT Health or (c) UT Health delivers notice to the Company of three or more actual material breaches of the UT Health Agreement in any 12-month period or (d) in the event the Company or its affiliates initiates any proceeding or action to challenge the validity, enforceability, or scope of any of the licensed patents.

For the year ended December 31, 2022, the Company recognized an aggregate of $100,000 for intellectual property licenses, which are recorded as research and development expenses and included in accounts payable as of December 31, 2022.

Stockholders’ Equity

12 Months Ended

Dec. 31, 2022

Stockholders' Equity Note [Abstract]

Stockholders’ Equity

Note 6 — Stockholders’ Equity

Authorized Capital

On February 23, 2022, in connection with the closing of the IPO, the Company filed with the Secretary of State of the State of Delaware an amended and restated certificate of incorporation (the “A&R COI”), which became effective immediately. There was no change to the Company’s authorized shares of common stock and preferred stock of 250,000,000 shares and 10,000,000 shares, respectively, or the par value, which is $0.00001 for both common and preferred stock. Prior to this amendment, the Company had designated 1,150,000 shares of preferred stock, with par value $0.00001 per share. In addition, on February 23, 2022 and in connection with the closing of the IPO, the Company’s board of directors adopted Amended and Restated Bylaws.

Common Stock

As of December 31, 2022 and 2021, there were 15,724,957 and 3,200,000 shares of common stock issued, respectively, and 15,265,228 and 3,200,000 shares of common stock outstanding, respectively.

Holders of the Company’s common stock are entitled to one vote for each share held of record, and are entitled upon liquidation of the Company to share ratably in the net assets of the Company available for distribution after payment of all obligations of the Company and after provision has been made with respect to each class of stock, if any, having preference over the common stock, currently including the Company’s preferred stock. The shares of common stock are not redeemable and have no preemptive or similar rights.

On February 17, 2022, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Boustead Securities, LLC, acting as representative of the underwriters (“Boustead”), in relation to the Company’s IPO, pursuant to which the Company agreed to sell to the underwriters an aggregate of 2,222,222 shares of the Company’s common stock, at a price of $9.00 per share. The IPO closed on February 23, 2022, and resulted in net proceeds to the Company, after deducting the 8% underwriting discount, and other offering costs, of approximately $17.1 million. Pursuant to the Underwriting Agreement, the Company issued to Boustead warrants to purchase 111,111 shares of common stock, exercisable for five years at the option of the holder, at a per share exercise price equal to $10.35.

The Company evaluated the terms of the warrants issued at the close of the IPO and determined that they should be classified as equity instruments based upon accounting guidance provided in ASC 480 and ASC 815-40. Since the Company determined that the warrants were equity-classified, the Company recorded the proceeds from the IPO, net of issuance costs, within common stock at par value and the balance of the net proceeds to additional paid in capital.

During October 2022, in connection with a settlement agreement that was entered into with Boustead, these warrants were exchanged for 93,466 shares of restricted common stock (“the Warrant Exchange”). See Note 7. The Warrant Exchange was accounted for as a modification of the warrant, with an incremental fair value of approximately $10,000, which was recorded as general and administrative expense in the accompanying statements of operations. In addition, 200,000 restricted shares of common stock were issued to Boustead upon execution of an advisory agreement, which was entered into concurrent with the settlement agreement. The fair value of the restricted shares of common stock, which had no vesting provisions, was valued at $254,000, and was recorded as general and administrative expense in the accompanying statements of operations. See Note 7.

The restricted shares of common stock issued under the settlement and advisory agreements was valued based on the closing trading price on the date the agreements were executed, adjusted to reflect the effect of the restriction on the sale of the common stock. The value of the restriction was measured using the Black-Scholes model to measure the discount for lack of marketability, using the following assumptions: expected term of 0.5 years, expected volatility of 96.36%, risk-free interest rate of 4.09% and dividend yield of 0.0%.

Treasury Stock

On November 10, 2022, the board of directors approved a stock repurchase program (the “Repurchase Program”) to allow the Company to repurchase up to 5 million shares of common stock with a maximum price of $1.00 per share, with discretion to management to make purchases subject to market conditions. On November 18, 2022, the board of directors approved an increase to the maximum price to $2.00 per share. There is no expiration date for this program.

During 2022, the Company repurchased 459,729 shares of common stock at an average price of $1.23 per share, for approximately $0.6 million. Shares that are repurchased are classified as treasury stock pending future use and reduce the number of shares outstanding used in calculating earnings per share. As of December 31, 2022, there are approximately 4.5 million shares remaining, that can be repurchased under the Repurchase Program.

Private Investments in Public Equity

April Private Placement

On April 19, 2022, the Company consummated the closing of a private placement (the “April Private Placement”), pursuant to the terms and conditions of a securities purchase agreement, dated as of April 13, 2022. At the closing of the April Private Placement, the Company issued 590,406 shares of common stock, pre-funded warrants to purchase an aggregate of 590,406 shares of common stock and preferred investment options to purchase up to an aggregate of 1,180,812 shares of common stock. The purchase price of each share of common stock together with the associated preferred investment option was $6.775, and the purchase price of each pre-funded warrant together with the associated preferred investment option was $6.774. The aggregate net cash proceeds to the Company from the April Private Placement were approximately $6.9 million, after deducting placement agent fees and other offering expenses. The pre-funded warrants had an exercise price of $0.001 per share, were exercisable on or after April 19, 2022, and were exercisable until the pre-funded warrants were exercised in full. The pre-funded warrants were exercised in full on May 24, 2022, and as such the Company issued 590,406 shares of common stock on that date. The preferred investment options were exercisable at any time on or after April 19, 2022 through April 20, 2026, at an exercise price of $6.65 per share, subject to certain adjustments as set forth in the agreement.

H.C. Wainwright & Co., LLC (“Wainwright”) acted as the exclusive placement agent for the April Private Placement. The Company agreed to pay Wainwright a placement agent fee and management fee equal to 7.5% and 1.0%, respectively, of the aggregate gross proceeds from the April Private Placement and reimburse certain out-of-pocket expenses up to an aggregate of $85,000. In addition, the Company issued warrants to Wainwright (the “April Wainwright Warrants”) to purchase up to 70,849 shares of common stock. The Wainwright Warrants are in substantially the same form as the preferred investment options, except that the exercise price is $8.46875. The form of the preferred investment options is a warrant, and as such the preferred investment options, the pre-funded warrants, and the Wainwright Warrants are collectively referred to as the “April Private Placement Warrants”. Further, upon any exercise for cash of any preferred investment options, the Company agreed to issue to Wainwright additional warrants to purchase the number of shares of common stock equal to 6.0% of the aggregate number of shares of common stock underlying the preferred investment options that have been exercised, also with an exercise price of $8.46875 (the “April Contingent Warrants”). The maximum number of April Contingent Warrants issuable under this provision is 70,849.

In connection with the April Private Placement, the Company entered into a Registration Rights Agreement with the purchasers, dated as of April 13, 2022 (the “April Registration Rights Agreement”). The April Registration Rights Agreement provides that the Company shall file a registration statement covering the resale of all of the registrable securities (as defined in the April Registration Rights Agreement) with the Securities and Exchange Commission (the “SEC”) no later than the 20th calendar day following the date of the April Registration Rights Agreement and have the registration statement declared effective by the SEC as promptly as possible after the filing thereof, but in any event no later than the 45th calendar day following April 13, 2022 or, in the event of a full review by the SEC, the 75th day following April 13, 2022. The registration statement on Form S-1 required under the April Registration Rights Agreement was filed with the SEC on May 3, 2022, and became effective on May 20, 2022.

Upon the occurrence of any Event (as defined in the April Registration Rights Agreement), which, among others, prohibits the purchasers from reselling the securities for more than ten consecutive calendar days or more than an aggregate of fifteen calendar days during any 12-month period, and should the registration statement cease to remain continuously effective, the Company would be obligated to pay to each purchaser, on each monthly anniversary of each such Event, an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of 2.0% multiplied by the aggregate subscription amount paid by such purchaser in the April Private Placement. As of December 31, 2022, the Company determined that the likelihood of the Company incurring liquidated damages pursuant to the April Registration Rights Agreement is remote, and as such, no accrual of these payments is required as of December 31, 2022.

The Company evaluated the terms of the April Private Placement Warrants and determined that they should be classified as equity instruments based upon accounting guidance provided in ASC 480 and ASC 815-40. Since the Company determined that the April Private Placement Warrants were equity-classified, the Company recorded the proceeds from the April Private Placement, net of issuance costs, within common stock at par value and the balance of the net proceeds to additional paid in capital.

The Company evaluated the terms of the April Contingent Warrants and determined that they should be classified as a liability based upon accounting guidance provided in ASC 815-40. Since the April Contingent Warrants are a form of compensation to Wainwright, the Company recorded the value of the liability of approximately $36,000, as a reduction of additional paid in capital, with subsequent changes in the value of the liability recorded in other income in the accompanying statements of operations. The Company measured the liability upon the close of the April Private Placement using a Monte Carlo simulation. See Note 3.

On August 11, 2022, the investors in the April Private Placement agreed to cancel the aggregate of 1,180,812 preferred investment options issued in the April Private Placement, as part of their participation in the August Private Placement. Concurrent with the cancellation of the April preferred investment options, which was accounted for as an exchange of equity-linked financial instruments, the April Contingent Warrants, which were issuable only upon exercise of the preferred investment options, were also modified. See ‘August Private Placement’ below for further detail.

August Private Placement

On August 11, 2022, the Company consummated the closing of a private placement (the “August Private Placement”), pursuant to the terms and conditions of a securities purchase agreement, dated as of August 9, 2022. At the closing of the August Private Placement, the Company issued 1,350,000 shares of common stock, pre-funded warrants to purchase an aggregate of 2,333,280 shares of common stock and preferred investment options to purchase up to an aggregate of 4,972,428 shares of common stock. The purchase price of each share of common stock together with the associated preferred investment option was $2.715, and the purchase price of each pre-funded warrant together with the associated preferred investment option was $2.714. The aggregate net cash proceeds to the Company from the August Private Placement were approximately $8.7 million, after deducting placement agent fees and other offering expenses. In addition, the investors in the August Private Placement, who are the same investors from the April Private Placement, agreed to cancel preferred investment options to purchase up to an aggregate of 1,180,812 shares of the Company’s common stock issued in April 2022. The pre-funded warrants have an exercise price of $0.001 per share, are exercisable on or after August 11, 2022, and are exercisable until the pre-funded warrants are exercised in full. The preferred investment options are exercisable at any time on or after August 11, 2022 through August 12, 2027, at an exercise price of $2.546 per share, subject to certain adjustments as defined in the agreement. During 2022, an aggregate of 1,686,640 of the pre-funded warrants were exercised, and as such the Company issued 1,686,640 shares of common stock. The remaining 646,640 of pre-funded warrants were exercised subsequent to December 31, 2022. See Note 11.

Wainwright acted as the exclusive placement agent for the August Private Placement. The Company agreed to pay Wainwright a placement agent fee and management fee equal to 7.5% and 1.0%, respectively, of the aggregate gross proceeds from the August Private Placement and reimburse certain out-of-pocket expenses up to an aggregate of $85,000. In addition, the Company issued warrants to Wainwright (the “August Wainwright Warrants”) to purchase up to 220,997 shares of common stock. The August Wainwright Warrants are in substantially the same form as the preferred investment options, except that the exercise price is $3.3938. The form of the preferred investment options is a warrant, and as such the preferred investment options, the pre-funded warrants, and the August Wainwright Warrants are collectively referred to as the “August Private Placement Warrants”. Further, upon any exercise for cash of any preferred investment options, the Company agreed to issue to Wainwright additional warrants to purchase the number of shares of common stock equal to 6.0% of the aggregate number of shares of common stock underlying the preferred investment options that have been exercised, also with an exercise price of $3.3938 (the “August Contingent Warrants”). The maximum number of August Contingent Warrants issuable under this provision is 298,346, which includes 70,849 of April Contingent Warrants that were modified in connection with the August Private Placement.

In connection with the August Private Placement, the Company entered into a Registration Rights Agreement with the purchasers, dated as of August 9, 2022 (the “August Registration Rights Agreement”). The August Registration Rights Agreement provides that the Company shall file a registration statement covering the resale of all of the registrable securities (as defined in the August Registration Rights Agreement) with the SEC no later than the 30th calendar day following the date of the August Registration Rights Agreement and have the registration statement declared effective by the SEC as promptly as possible after the filing thereof, but in any event no later than the 45th calendar day following August 9, 2022 or, in the event of a full review by the SEC, the 80th day following August 9, 2022. The registration statement on Form S-1 required under the Registration Rights Agreement was filed with the SEC on August 29, 2022, and became effective on September 19, 2022.

Upon the occurrence of any Event (as defined in the August Registration Rights Agreement), which, among others, prohibits the purchasers from reselling the securities for more than ten consecutive calendar days or more than an aggregate of fifteen calendar days during any 12-month period, and should the registration statement cease to remain continuously effective, the Company would be obligated to pay to each purchaser, on each monthly anniversary of each such Event, an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of 2.0% multiplied by the aggregate subscription amount paid by such purchaser in the August Private Placement. As of December 31, 2022, the Company determined that the likelihood of the Company incurring liquidated damages pursuant to the August Registration Rights Agreement is remote, and as such, no accrual of these payments is required as of December 31, 2022.

The Company evaluated the terms of the August Private Placement Warrants and determined that they should be classified as equity instruments based upon accounting guidance provided in ASC 480 and ASC 815-40. Since the Company determined that the August Private Placement Warrants were equity-classified, the Company recorded the proceeds from the August Private Placement, net of issuance costs, within common stock at par value and the balance of the net proceeds to additional paid in capital.

As discussed above, the investors in the Private Placements agreed to cancel the aggregate of 1,180,812 preferred investment options issued in the April Private Placement, as part of their participation in the August Private Placement. The preferred investment options that were cancelled were effectively exchanged for 1,289,148 new preferred investment options in the August Private Placement, and accordingly have been accounted for as a modification or exchange of equity-linked instruments. In accordance with ASC 815-40, as the preferred investment options were classified as equity instruments before and after the exchange, and as the exchange is directly attributable to an equity offering, the Company recognized the effect of the exchange as an equity issuance cost. The increase in the fair value of the preferred investment options as a result of the exchange was approximately $860,000, and was determined using the Black-Scholes option pricing model, with the following assumptions:

	Original			Exchanged
Exercise price	$	6.65		$	2.546
Term (years)		3.67			5.0
Expected stock price volatility		116.2	%		120.2	%
Risk-free rate of interest		3.16	%		2.98	%

The Company evaluated the terms of the August Contingent Warrants and determined that they should be classified as a liability based upon accounting guidance provided in ASC 815-40. As a result of the exchange of the preferred investment options issued in the April Private Placement, the underlying equity-linked instruments that would trigger issuance of the April Contingent Warrants was replaced, and therefore the 70,849 of April Contingent Warrants were exchanged for 70,849 of the August Contingent Warrants. The value of the April Contingent Warrant liability was adjusted to fair value on the date of modification, using a Monte Carlo simulation, with the change in fair value of approximately $8,000 recognized in the accompanying statements of operations. The remaining 227,497 August Contingent Warrants were measured as a liability upon the close of the August Private Placement. Since the Contingent Warrants are a form of compensation to the placement agent, the Company recorded the value of the liability of approximately $39,000, as a reduction of additional paid in capital. The entire 298,346 of August Contingent Warrants were remeasured at December 31, 2022, using a Monte Carlo simulation, with the change in the value of the liability recorded in other income (expense) in the accompanying statements of operations. See Note 3.

Warrants

The following summarizes activity related to the Company’s outstanding warrants as discussed above, excluding contingent warrants issuable upon exercise of the preferred investment options, for the year ended December 31, 2022:

						Weighted
						Average
				Weighted		Remaining
				Average		Contractual
	Number of			Exercise		Life
	Shares			Price		(in years)
Outstanding as of December 31, 2021		—		$	—		—
Granted		9,479,883			2.43
Exercised		(2,277,046	)		0.001
Cancelled		(1,291,923	)		6.97
Outstanding as of December 31, 2022		5,910,914			2.37		4.7
Warrants vested and exercisable as of December 31, 2022		5,910,914		$	2.37		4.7

As of December 31, 2022, the outstanding warrants include 70,849 April Private Placement Warrants and 5,840,065 August Private Placement Warrants, which are exercisable into 5,910,914 shares of common stock which had a fair value of $1.10 per share, based on the closing trading price on that day.

Additionally, as of December 31, 2022, the value of the April Contingent Warrants and the August Contingent Warrants (collectively the “Contingent Warrants”) was approximately $14,000, and none of the Contingent Warrants have been issued, as no preferred investment options have been exercised.

Preferred Stock

Prior to the close of the IPO, the Company had designated 1,150,000 shares of preferred stock as Series Seed Preferred Stock (“Series Seed”), with an original issue price of $6.09 per share (the “Original Issue Price”). As of December 31, 2022 and 2021, there were 0 and 1,146,138 shares of Series Seed issued and outstanding, respectively.

Conversion

Each share of the Series Seed was convertible, at the option of the holder, at any time and from time to time, and without the payment of additional consideration by the holder, at a conversion price of $1.52 per share, subject to certain adjustments for stock splits, stock dividends, recapitalizations, and similar corporate transactions, into fully paid and non-assessable shares of the Company’s common stock. Each Series Seed share was automatically convertible into common stock of the Company, at the then-effective conversion price, upon the closing of a firmly underwritten public offering netting proceeds of at least $50 million with an offering price of at least three hundred percent (300%) of the Original Issue Price of the Series Seed. On February 18, 2022, the majority of the holders of the Series Seed approved the automatic conversion of the outstanding shares of the Series Seed and all related accrued and unpaid dividends, upon the closing of the IPO. The number of shares of Common Stock to be issued upon the closing of the IPO pursuant to the conversion were to be calculated in accordance with the original conversion terms provided by the Company’s Amended and Restated Certificate of Incorporation (“COI”) dated July 1, 2019. This conversion occurred on February 23, 2022, upon the closing of the Company’s IPO.

Dividends

Holders of the Series Seed were entitled to receive cumulative dividends at a per share rate of 8% per annum, compounded annually, on the initial investment amount commencing on the date of issue. Dividends were payable only when, as, and if declared by the board of directors or upon a Liquidation Event (as defined below). Dividends on Series Seed shares were in preference to any dividend on the Company’s common stock. As of December 31, 2021, aggregate cumulative dividends totaled $1,489,803, or $1.30 per Series Seed share, and upon the close of the IPO in 2022, aggregate cumulative dividends of $1,586,162, or $1.38 per Series Seed share, were automatically converted into shares of common stock.

Liquidation Preference

In the event of certain voluntary or involuntary acquisition or sale transactions or upon the liquidation, dissolution or winding up of the Company (each, a “Liquidation Event”), the holders of Series Seed were entitled to receive out of the proceeds or assets of the Company legally available for distribution to its stockholders (the “Proceeds”), prior and in preference to any distribution of the Proceeds of such Liquidation Event to the holders of shares of common stock by reason of their ownership thereof, an amount (“the Liquidation Preference Amount”) determined based on the provisions of the Company’s COI. The COI provided that the Liquidation Preference Amount be calculated upon the occurrence of a Liquidation Event, based on the Company’s achievement of a Pre-Clinical Milestone and a Qualified Financing, both as defined in the COI. Per the provisions of the COI, if a Liquidation Event occurred before a Pre-Clinical Milestone was achieved, the Liquidation Preference Amount would be equal to two times the Series Seed Original Issue price per share, plus unpaid cumulative dividends. If a Liquidation Event occurred after a Pre-Clinical Milestone was achieved, and after a Qualified Financing was completed, then the Liquidation Preference Amount would be equal to one times the Series Seed Original Issue price, plus unpaid cumulative dividends. If a Liquidation Event occurred after a Pre-Clinical Milestone was achieved and before a Qualified Financing was completed, the Liquidation Preference Amount would be equal to the greater of (a) such amount per share as such holder would have been entitled to receive after a Qualified Financing or (b) two times the Series Seed Original Issue price, plus unpaid cumulative dividends.

As of December 31, 2021, and all other prior historical periods, the Liquidation Preference Amount was equal to two times the Series Seed Original Issue Price per share, plus unpaid cumulative dividends. In the event that the Proceeds were insufficient to enable the distribution in full of the Liquidation Preference Amount to the holders of the Series Seed for all of the preferred shares held by them, all of the Proceeds were to be distributed among the holders of Series Seed on a pro rata basis. Upon completion of the distribution required to the holders of Series Seed, all of the remaining Proceeds available for distribution to stockholders were to be distributed among the holders of common shares and preferred shares, on an as-converted basis, pro rata based on the number of common shares held by each such holder. However, if upon the occurrence of a Liquidation Event, the Liquidation Preference Amount the Series Seed stockholders were entitled to receive is two times the Original Issue Price per share, plus unpaid cumulative dividends, after such distribution is made, then the remaining Proceeds available for distribution to stockholders were to be distributed among the holders of common shares, pro rata based on the number of common shares held by each such holder.

Voting

On any matter presented to the stockholders of the Company for their action or consideration at any meeting of stockholders of the Company (or by written consent of stockholders in lieu of meeting), each holder of outstanding shares of Series Seed was entitled to cast the number of votes equal to the number of whole shares of common stock into which the shares of Series Seed held by such holder were convertible as of the record date for determining stockholders entitled to vote on such matter. Holders of Series Seed were to vote together with the holder of common stock as a single class. Holders of Series Seed shares were entitled to nominate two out of five of the Company’s directors.

Equity Incentive Plans

The Company’s 2019 Equity Incentive Plan (the “2019 Plan”) was adopted by its board of directors and by its stockholders on July 1, 2019. The Company has reserved 1,400,000 shares of common stock for issuance pursuant to the 2019 Plan. There were no share-based awards granted under the 2019 Plan during the years ended December 31, 2022 and 2021.

In addition, on February 23, 2022 and in connection with the closing of the IPO, the Company’s board of directors adopted the Company’s 2022 Equity Incentive Plan (the “2022 Plan”), which is the successor and continuation of the Company’s 2019 Plan. Under the 2022 Plan, the Company may grant stock options, restricted stock, restricted stock units, stock appreciation rights, and other forms of awards to employees, directors and consultants of the Company. Upon its effectiveness, a total of 1,600,000 shares of common stock were reserved for issuance under the 2022 Plan. In August 2022, the number of shares of common stock reserved for issuance under the 2022 Plan was increased to 2,600,000. The stock options granted during the year ended December 31, 2022 were all granted under the 2022 Plan. As of December 31, 2022, there were 1,041,894 options available for issuance under the 2022 Plan.

Stock Options

The following summarizes activity related to the Company’s stock options under the 2019 Plan and the 2022 Plan for the year ended December 31, 2022:

								Weighted
								Average
				Weighted				Remaining
				Average		Total		Contractual
	Number of			Exercise		Intrinsic		Life
	Shares			Price		Value		(in years)
Outstanding as of December 31, 2021		780,640		$	0.01	$	532,787		8.1
Granted		797,223			5.92		—		—
Forfeited / cancelled		(19,757	)		6.45		—		—
Exercised		(165,452	)		0.01		573,465		—
Outstanding as of December 31, 2022		1,392,654		$	3.30	$	670,161		8.2
Options vested and exercisable as of December 31, 2022		933,888		$	2.99	$	534,006		8.0

The fair value of options granted in 2022 was estimated using the following assumptions:

		For the Year Ended December 31,
		2022
Exercise price		$1.06 – 6.45
Term (years)		5.00 – 10.00
Expected stock price volatility		112.6% – 121.2%
Risk-free rate of interest		2.9% – 4.3%

The weighted average grant date fair value of stock options granted during the year ended December 31, 2022 was $3.40. The aggregate fair value of stock options that vested during the years ended December 31, 2022 and 2021 was approximately $2.1 million and $0.1 million, respectively.

Of the total stock options granted during the year ended December 31, 2022, 200,000 stock options were granted to the Company’s Chief Executive Officer (“CEO”), Chairman, and significant stockholder, 200,000 stock options were granted to the Company’s Chief Business Officer (“CBO”), and 100,000 stock options were granted to the Company’s Chief Financial Officer (“CFO”). The aggregate grant-date fair value of the stock options granted to the CEO, CBO, and CFO was approximately $1.8 million, of which approximately $1.5 million was recognized as stock-based compensation expense during the year ended December 31, 2022. Additionally, during the year ended December 31, 2022, the Company granted an aggregate of 72,223 stock options to non-executive directors. The grant-date fair value of the stock options granted to the non-executive directors was approximately $0.2 million, of which approximately $0.2 million was recognized as stock-based compensation expense during the year ended December 31, 2022.

During the year ended December 31, 2022, the Company’s board of directors approved the accelerated vesting of an aggregate of 32,517 stock options to a former director and a former advisor, in connection with their separation from the Company. The Company recognized stock-based compensation expense of approximately $0.1 million related to these modifications during the year ended December 31, 2022.

Stock-Based Compensation

Stock-based compensation expense for the years ended December 31, 2022 and 2021 was as follows:

	For the Years Ended December 31,
	2022		2021
General and administrative	$	1,309,687	$	41,061
Research and development		664,879		89,080
Total	$	1,974,566	$	130,141

As of December 31, 2022, unrecognized stock-based compensation expense relating to outstanding stock options is approximately $0.7 million, which is expected to be recognized over a weighted-average period of 1.89 years.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

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+ Details

Commitments and Contingencies

12 Months Ended

Dec. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 7 — Commitments and Contingencies

Office Leases

Starting in 2018, the Company leased office space for approximately $5,500 a month from a related party. The Company was required to pay a $15,000 rental deposit. The Company terminated the related party lease in May 2021. Rent expense related to this lease for the years ended December 31, 2022 and 2021 was approximately $0 and $26,000, respectively. The Company entered into a month-to-month lease in Cincinnati, Ohio, with an unrelated party in April 2021 with monthly payments of approximately $500 per month.

The Company entered into a short-term lease in Palm Beach, Florida with an unrelated party, with a commencement date of May 1, 2022, for approximately $14,000 per month. The lease term ends on April 30, 2023 and is personally guaranteed by the Company’s CEO. During the year ended December 31, 2022, the Company incurred rent expense on this lease of approximately $129,000, and variable lease expense of approximately $12,000.

Litigation

From time to time, the Company may be subject to various legal proceedings and claims that arise in the ordinary course of its business activities. As of December 31, 2022, the Company is not a party to any material legal proceedings and is not aware of any pending or threatened claims.

On April 15, 2022, the Company received a demand letter (the “Demand Letter”) from Boustead. The Demand Letter alleged that the Company breached the Underwriting Agreement entered into between Boustead and the Company, dated February 17, 2022, in connection with the Company’s initial public offering. The Demand Letter alleged that, by engaging Wainwright as placement agent in the April Private Placement, the Company breached Boustead’s right of first refusal (“ROFR”) to act as placement agent granted to Boustead under the Underwriting Agreement and, as a result of selling securities in the April Private Placement, breached the Company’s obligation under the Underwriting Agreement not to offer, sell, issue, agree or contract to sell or issue or grant or modify the terms of any option for the sale of, any securities prior to February 17, 2023 (the “Standstill”).

On October 9, 2022, the Company and Boustead entered into a Settlement Agreement and Release (the “Settlement Agreement”), pursuant to which Boustead agreed to waive the ROFR and the Standstill, and to release the Company from certain claims with respect to the April Private Placement, the August Private Placement, and all future private, public equity or debt offerings of the Company. As consideration for such waiver and termination of the Underwriting Agreement, the Company paid Boustead a cash fee of $1,000,000, $50,000 in legal expenses, and released Boustead from all claims, subject to certain exceptions. In addition, the Company issued to Boustead 93,466 shares of restricted common stock in exchange for the cancellation of 111,111 warrants issued to Boustead in connection with the IPO (see Note 6). Concurrent with the execution of the Settlement Agreement, the Company and Boustead Capital Markets, LLP (“Boustead Capital”) entered into a three-month Advisory Agreement (the “Advisory Agreement”) for which consideration equal to 200,000 shares of restricted common stock, with no vesting provisions, was issued to Boustead Capital upon execution of the Advisory Agreement. The restricted common stock issued in connection with these agreements had an aggregate fair value of approximately $264,000. See Note 6.

The Company determined that all consideration due by the Company under the Settlement Agreement and the Advisory Agreement relates to the settlement of a liability that was incurred in 2022, and accordingly, recorded a related expense of approximately $1.3 million for the year ended December 31, 2022, which is included in general and administrative expenses in the accompanying statements of operations.

Registration Rights Agreements

See Note 6, Private Investments in Public Equity.

Significant Agreements

Oxford University Innovation Limited

Pursuant to the OUI Agreement, as disclosed in Note 5, the Company is obligated to pay certain milestone and royalty payments in the future, as the related contingent events occur. Specifically, the Company is obligated to pay a 6% royalty on all net sales of licensed products, as defined in the OUI Agreement, with an annual minimum royalty payment of $250,000 starting post-product launch, until the expiration of the OUI Agreement or revocation of the last valid claim covering a licensed product, at which point a royalty rate of 3% will apply. An annual maintenance fee of $10,000 and $20,000 is required in the pre-phase III year and Phase III year, respectively, and as defined in the OUI Agreement. The Company is also obligated to pay a 25% royalty on any sums received by the Company from any sublicensee (including all up-front, milestone and other one-off payments received by the Company from any sub-licenses or other contracts granted by the Company with respect to the licensed technology). In addition, the Company is required to pay OUI milestone payments of up to an aggregate of $51.25 million; specifically, upon the achievement of specified development milestones of approximately $2.25 million, regulatory milestones of approximately $9.5 million, and commercial milestones of approximately $39.5 million. The annual maintenance fee and milestone fees are indexed to the RPI (Retail Prices index for all items which is published in the United Kingdom by the Office for National Statistics, or any replacement of it) and will be increased or decreased as appropriate as set forth in the OUI Agreement. As of December 31, 2022, the Company evaluated the likelihood of the Company achieving the specified milestones and generating product sales, and determined the likelihood is not yet probable and as such, no accrual of these payments is required as of December 31, 2022.

Oxford University Research Agreement

Pursuant to the terms of the OUI Agreement, as disclosed in Note 5, the Company entered into a sponsored research agreement dated December 18, 2019 with Oxford University for research related to the OUI Agreement for a period of three years for a total of £420,000. The Company prepaid the full amount to Oxford of $554,802 for the services in January 2020, of which approximately $0.1 and $0.2 million remains as a prepaid expense as of December 31, 2022 and 2021, respectively. On May 16, 2022, the Company entered into an amendment to the Oxford University Research Agreement, whereby the Oxford University Research Agreement was extended until June 30, 2024, with an option to extend another 12 months, for a fee of £53,500 (or approximately $56,000).

During the years ended December 31, 2022 and 2021, the Company incurred research and development expenses related to the sponsored research agreement with Oxford of approximately $51,000 and $185,000, respectively.

St. Jude Children’s Hospital

Pursuant to the St. Jude Agreement, as disclosed in Note 5, the Company is obligated to pay certain milestone and royalty payments in the future, as the related contingent events occur. On May 11, 2022, the Company entered into an amendment to the St. Jude Agreement, whereby the royalty terms, milestones payments and licensing fees were amended. Specifically, pursuant to the terms of the St. Jude Agreement, as amended, the Company is obligated to make 5% royalty payments for each licensed product(s) sold by the Company or its affiliates, based on the net sales for the duration of the St. Jude Agreement, and also pay 15% of consideration received for any sublicenses. The Company is also required to pay an additional one-time $5,000 license fee, and an annual maintenance fee of $10,000 beginning on the first anniversary of the Effective Date (which is waived if all of the developmental milestones scheduled for completion before such annual fee is due have been achieved). In addition, the Company is required to pay St. Jude milestone payments of up to an aggregate of $1.9 million; specifically, upon the achievement of specified development milestones of $0.3 million, regulatory milestones of $0.6 million, and commercial milestones of $1.0 million. As of December 31, 2022, the Company evaluated the likelihood of the Company achieving the specified milestones and generating product sales, and determined the likelihood is not yet probable and as such, no accrual of these payments is required as of December 31, 2022.

St. Jude Children’s Sponsored Research Agreement

In addition to the St. Jude Agreement, the Company also entered into a sponsored research agreement dated May 3, 2021 with St. Jude for research related to the St. Jude Agreement (the “St. Jude SRA”). Pursuant to the St. Jude SRA, the Company is obligated to pay St. Jude an aggregate amount of $73,073 in two parts, Phase I for $57,624 and Phase II for $15,449. This sponsored research project began during 2021.

The Company entered into a second sponsored research agreement with St. Jude, dated August 29, 2022, pursuant to which the Company is obligated to pay St. Jude an amount of $75,603 which is due within 30 days of the effective date of the agreement.

During the years ended December 31, 2022 and 2021, the Company incurred related research and development expenses related to the sponsored research agreements with St. Jude of approximately $27,000 and $65,000, respectively.

Cincinnati Children’s Hospital Medical Center

Pursuant to the CHMC Agreement, as disclosed in Note 5, the Company is obligated to pay certain milestone and royalty payments in the future, as the related contingent events occur. Specifically, the Company is obligated to pay CHMC a single-digit royalty on net sales, being 5%, 4% or 2% depending on the product, until the last valid claim covering a licensed product exists, at which point the royalty rates decrease by 50%. The Company is also obligated to pay up to a 25% royalty on any non-royalty sublicense revenue paid to the Company by any sublicensee. The CHMC Agreement also provides the Company with an option to license any CHMC or jointly patented modification, alteration or improvement of any invention claimed in a Licensed Patent (“CHMC Improvement” and “Joint Improvement, respectively”), with a $50,000 option fee for each Improvement that the Company elects to include in the license grant of the CHMC Agreement. In addition, the Company is required to pay CHMC milestone payments of up to an aggregate of $59.75 million; specifically, upon the achievement of specified development milestones of approximately $0.5 million, regulatory milestones of approximately $1.25 million, and commercial milestones of approximately $58 million. As of December 31, 2022, the Company evaluated the likelihood of the Company achieving the specified milestones and generating product sales, and determined the likelihood is not yet probable and as such, no accrual of these payments is required as of December 31, 2022.

CHMC Sponsored Research Agreement

In addition to the CHMC Agreement, the Company also entered into a sponsored research agreement dated June 30, 2022 with CHMC for research related to the CHMC Agreement (the “CHMC SRA”). Pursuant to this research agreement, the Company is obligated to pay CHMC an aggregate amount not-to-exceed $247,705. The CHMC SRA has a term of one year, and is cancelable upon 60 days written notice by either party for convenience. In addition, either party may terminate the CHMC SRA in the event the other party (a) files or has filed against it a petition under the Bankruptcy Act (among other things) or (b) fails to perform or otherwise breaches its obligations under the agreement, and has not cured such failure or breach within 30 days of notice of material breach.

During the year ended December 31, 2022, the Company incurred related research and development expenses of approximately $111,000, which was included in accrued expenses at December 31, 2022. There were no such expenses incurred during the year ended December 31, 2021.

Ology Bioservices, Inc. (which was later acquired by National Resilience, Inc.)

See Note 5.

University of Texas Health Science Center at San Antonio

Pursuant to the UT Health Agreement, as disclosed in Note 5, the Company is obligated to pay certain milestone and royalty payments in the future, as the related contingent events occur. Specifically, the Company is obligated to pay UT a single-digit royalty on net sales, being 5% or 3% depending on whether the product is covered by a valid claim or not, as defined in the agreement. The Company is also obligated to pay a 20% royalty on any sums received by the Company from any sublicensee. In addition, the Company is required to pay UT Health milestone payments of up to an aggregate of approximately $2.2 million; specifically, upon the achievement of specified development milestones of approximately $0.7 million and regulatory milestones of approximately $1.5 million. As of December 31, 2022, the Company evaluated the likelihood of the Company achieving the specified milestones and generating product sales, and determined the likelihood is not yet probable and as such, no accrual of these payments is required as of December 31, 2022.

Underwriter Termination Agreement

On February 7, 2022, the Company and its former underwriter, Maxim Group (“Maxim”), entered into a termination agreement, whereby the parties agreed to terminate their engagement of Maxim as the Company’s lead managing underwriter and book runner in connection with the Company’s IPO. Per the terms of the termination agreement, the Company agreed to pay Maxim a termination fee of $300,000, due upon the close of the Company’s IPO. The termination fee was recorded as general and administrative expense, and paid, during the year ended December 31, 2022.

Indemnification

In the normal course of business, the Company enters into contracts and agreements that contain a variety of representations and warranties and provide for general indemnifications. The Company’s exposure under these agreements is unknown because it involves claims that may be made against the Company in the future but have not yet been made. To date, the Company has not paid any claims or been required to defend any action related to its indemnification obligations. However, the Company may incur charges in the future as a result of these indemnification obligations.

Risks and Uncertainties — COVID-19

Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for drug candidates, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Related Party Transactions

12 Months Ended

Dec. 31, 2022

Related Party Transactions

Note 8 — Related Party Transactions

The Company originally engaged the CEO, who is also the Board Chairman and prior to the close of the IPO, sole common stockholder of the Company, pursuant to a consulting agreement commencing October 22, 2018, which called for the Company to pay for consulting services performed on a monthly basis. Upon the close of the Company’s IPO, the consulting agreement was terminated and the CEO’s employment agreement became effective. During the years ended December 31, 2022 and 2021, the Company incurred approximately $63,000 and $435,000, respectively, in fees under the consulting agreement, which are recognized in general and administrative expenses in the accompanying statements of operations.

During 2022 the Company entered into a lease agreement that is personally guaranteed by the Company’s CEO. See Note 7.

The Company also leased office space from a related party, through common ownership. The lease is further described in Note 7 of these financial statements. The lease was terminated in May 2021, and the related deposit was reclassified to the receivable from related party balance. During the fourth quarter of 2021, the amounts due from this related party were determined to be uncollectible and were written off. The total amount written off, which related to the lease deposit, overpaid rent, and utility expenses, was approximately $22,000, and is recognized in general and administrative expenses in the accompanying statements of operations.

During the year ended December 31, 2022, the Company’s compensation committee approved one-time bonus awards of $140,000 and $100,000 to the Company’s CEO and CBO, respectively, in recognition of their efforts in connection with the Company’s IPO. These bonuses were recognized during the year ended December 31, 2022 as general and administrative expenses in the accompanying statements of operations. During the year ended December 31, 2021, the Company’s board of directors approved a bonus of approximately $200,000 to the CEO, which is also recognized in general and administrative expenses in the statements of operations. In addition, during the year ended December 31, 2022, the Company’s compensation committee approved stock option grants under the Company’s 2022 Equity Incentive Plan to certain of the Company’s executive officers. See Note 6.

As of December 31, 2022 and 2021, the Company has a receivable from related party of approximately $36,000 and $153,000, respectively. The balance as of December 31, 2022 consists of miscellaneous payments made by the Company on the behalf of the Company’s CEO. Subsequent to December 31, 2022, the CEO paid the Company the receivable balance. The balance as of December 31, 2021, consists primarily of consulting fee prepayments to the Company’s CEO, in the amount of $140,000. These consulting fee prepayments were repaid to the Company in lieu of a bonus payout due to the CEO during May 2022. The remaining balance as of December 31, 2021 consists of miscellaneous payments made by the Company on the behalf of the CEO.

A former director of the Company, who currently serves on the Company’s Scientific Advisory Board, serves on the Advisory Board for the Cincinnati Children’s Hospital Medical Center Innovation Fund, which is affiliated with CHMC. The Company has an exclusive license agreement with CHMC as disclosed in Note 5. This director resigned from the Company’s board upon the close of its IPO.

Income Taxes

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Income Taxes

Note 9 — Income Taxes

The Company’s major tax jurisdictions are the United States and various state jurisdictions, and the Company does not have any pending tax audits. Generally, the Company’s federal returns from 2019 on and state returns from 2018 on, are subject to examination by the United States and state tax authorities; however, to the extent allowed by law, tax authorities have the ability to adjust the Company’s carryforwards of unutilized net operating losses and research and development credits for all years.

At December 31, 2022, the Company had a net operating loss (“NOL”) carryforward for federal and state income tax purposes totaling approximately $12.5 million and $12.1 million, respectively, available to reduce future taxable income. The federal NOL and certain state NOLs of $8.5 million are carried forward indefinitely subject to a limitation of 80% of taxable income. State NOLs of approximately $3.7 million will begin to expire in 2024 if not utilized.

The NOL carry forward is subject to review and possible adjustment by the Internal Revenue Service and state tax authorities. Under the Internal Revenue Code (“IRC”) Sections 382 and 383, annual use of the Company’s net operating loss carryforwards and research credit carryforwards to offset taxable income and tax, respectively, may be limited based on cumulative changes in ownership. The Company has not completed an analysis to determine whether any such limitations have been triggered as of December 31, 2022. The amount of the annual limitation, if any, will be determined based on the value of the Company immediately prior to the ownership change. Subsequent ownership changes may further affect the limitation in future years.

The tax effects of the temporary differences and carryforwards that give rise to deferred tax assets consist of the following:

	As of December 31,
	2022			2021
Deferred tax assets:
Net-operating loss carryforward	$	2,986,738		$	1,120,155
Capitalized research and development		885,176			—
Stock-based compensation		308,552			106,171
Accrued compensation		186,573			55,500
License agreement		82,626			59,685
Other accrued expenses		65,886			14,636
Gross deferred tax assets		4,515,551			1,356,147
Valuation allowance		(4,512,546	)		(1,353,673	)
Deferred tax assets, net of allowance	$	3,005		$	2,474
Deferred tax liabilities:
Fixed assets		(3,005	)		(2,474	)
Total deferred tax liabilities	$	(3,005	)	$	(2,474	)
Net deferred tax assets	$	—		$	—

The Company has evaluated the positive and negative evidence bearing upon the realizability of its deferred tax assets. Based on the Company’s history of operating losses since inception, the Company has concluded that it is more likely than not that the benefit of its deferred tax assets will not be realized. Accordingly, the Company has provided a full valuation allowance for deferred tax assets as of December 31, 2022 and 2021. During the year ended December 31, 2022, the valuation allowance increased by approximately $3.2 million.

The provision for income taxes on earnings subject to income taxes differs from the statutory Federal rate at December 31, 2022 and 2021, due to the following:

	For the Years Ended December 31,
	2022			2021
Expected income tax benefit at Federal statutory tax rate	$	(2,818,164	)	$	(717,640	)
State and local taxes, net of Federal tax benefit		(501,277	)		(91,233	)
Research credits		(16,477	)		—
Permanent items		194,705			9,501
State rate adjustment		19,600			119,414
Other		(37,260	)		4,228
Change in valuation allowance		3,158,873			675,730
Provision for income taxes	$	—		$	—

Under U.S. GAAP, the impact of an uncertain income tax position on the income tax return must be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Additionally, U.S. GAAP provides guidance on derecognition, classification, interest and penalties, accounting for interim periods, disclosure and transition.

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

	For the Years Ended December 31,
	2022		2021
Beginning balance	$	-	$	-
Increases related to prior year tax positions		11,517		-
Increases related to current year tax positions		5,493		-
Ending balance	$	17,010	$	-

At December 31, 2022 and 2021, the Company’s unrecognized tax benefits were $17,010 and $0, respectively. Due to the existence of the valuation allowance, future changes in the Company’s unrecognized tax benefits will not impact the effective tax rate. The Company does not expect its unrecognized tax benefits to change significantly over the next 12 months.

The Company’s policy is to recognize interest and penalties related to uncertain tax positions in income tax expense. As of December 31, 2022 and 2021, there were no accrued interest and penalties associated with uncertain tax positions.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

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+ Details

Retirement Plan

12 Months Ended

Dec. 31, 2022

Retirement Benefits [Abstract]

Retirement Plan

Note 10 — Retirement Plan

Effective January 1, 2022, the Company adopted a defined contribution savings plan pursuant to Section 401(k) of the Internal Revenue Code (“the 401(k) Plan”). The 401(k) Plan is for the benefit of all qualifying employees and permits voluntary contributions by employees of up to 100% of eligible compensation, subject to the maximum limits imposed by the Internal Revenue Service. The terms of the 401(k) Plan allow for discretionary employer contributions. No expenses were incurred related to the 401(k) Plan during the year ended December 31, 2022, and the 401(k) Plan lapsed during 2022 due to inactivity.

- Definition

The entire disclosure for retirement benefits.

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+ Details

Subsequent Events

12 Months Ended

Dec. 31, 2022

Subsequent Events [Abstract]

Subsequent Events

Note 11 — Subsequent Events

During January 2023, an aggregate of 646,640 of the Pre-Funded Warrants issued in connection with the August Private Placement were exercised, at an exercise price of $0.001 per share, and the Company issued 646,640 shares of common stock in accordance with such exercise.

On January 26, 2023, the Company’s board of directors appointed a new director to replace a director who resigned from the board on January 13, 2023. The new director was granted 2,386 stock options, with an exercise price of $1.28. In addition, the Company’s board of directors approved the accelerated vesting of an aggregate of 11,504 stock options to the former director.

On February 1, 2023, the Company entered into a co-development agreement with AbVacc, Inc. (“AbVacc”), for the purpose of conducting research aimed at co-development of specific vaccine candidates, including monkeypox and Marburg virus disease with the potential to expand to others using the Norovirus nanoparticle platform (“Co-Development Project”), and to govern the sharing of materials and information, as defined in the agreement, for the Co-Development Project. Under the agreement, AbVacc and the Company will collaborate, through a joint development committee, to establish and implement a development plan or statement of work for each Co-Development Project targeted product. Under the co-development agreement, either the Company or AbVacc, whichever party is the primary sponsor of any resulting product (as defined in the agreement), will be obligated to compensate the other party for certain milestone payments that would range between $2.1 million and $4.75 million, plus royalties of between 2% to 4%. The term of the agreement is three years from the effective date, unless previously terminated by either party, in accordance with the agreement.

Accounting Policies, by Policy (Policies)

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Use of Estimates

Use of Estimates

Concentration of Credit Risk

Concentration of Credit Risk

Property and Equipment

Property and Equipment

Fair Value Measurements

Fair Value Measurements

●

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

●

The following assumptions were used for the valuation of the contingent warrant liability upon the various commitment dates, as discussed in Note 6, and at December 31, 2022:

	April 19, 2022			August 11, 2022			December 31, 2022
Exercise price	$	8.46875		$	3.3938		$	3.3938
Term (years)		4.00			5.00			4.61
Expected stock price volatility		117.0	%		127.8	%		120.8	%
Risk-free rate of interest		2.86	%		2.98	%		4.03	%

The fair value of financial instruments measured on a recurring basis is as follows:

	As of December 31, 2022
Description	Total		Level 1		Level 2		Level 3
Liabilities:
Contingent warrant liability	$	14,021		—		—	$	14,021

The following table summarizes the change in fair value, as determined by Level 3 inputs, for the contingent warrant liability using unobservable Level 3 inputs for the year ended December 31, 2022:

	Contingent Warrant Liability
Balance at December 31, 2021	$	—
Fair value at issuance		75,431
Change in fair value		(61,410	)
Balance at December 31, 2022	$	14,021

Deferred Offering Costs

Deferred Offering Costs

Research and Development

Research and Development

Contingencies

Contingencies

Stock-Based Compensation

Stock-Based Compensation

The Company recognizes forfeitures of equity awards as they occur.

Fair Value of Common Stock

Fair Value of Common Stock

●

the prices, rights, preferences and privileges of the Company’s preferred stock relative to the Company’s common stock;

●

the Company’s business, financial condition and results of operations, including related industry trends affecting the Company’s operations;

●

the likelihood of achieving a liquidity event, such as an IPO, or sale of the Company, given prevailing market conditions;

●

the lack of marketability of the Company’s common stock;

●

the market performance of comparable publicly traded companies;

●

U.S. and global economic and capital market conditions and outlook; and

●

common stock valuation methodology.

In estimating the fair market value of common stock of the Company, its board of directors first determined the equity value of its business using accepted valuation methods.

Income Taxes

Income Taxes

Comprehensive Income (Loss)

Comprehensive Income (Loss)

Warrants

Warrants

Treasury Stock

Treasury Stock The Company records treasury stock activities under the cost method whereby the cost of the acquired stock is recorded as treasury stock.

Net Loss Per Share

Net Loss Per Share

The following securities were excluded from the computation of diluted shares outstanding for the periods presented, as they would have had an anti-dilutive impact on the Company’s net loss:

	Years Ended December 31,
	2022		2021
Options to purchase shares of common stock		1,392,654		780,640
Warrants		5,264,274		—
Series Seed Preferred Stock		—		4,584,552
Total		6,656,928		5,365,192

New Accounting Pronouncements

New Accounting Pronouncements

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Schedule of the valuation of the contingent warrant liability

	April 19, 2022			August 11, 2022			December 31, 2022
Exercise price	$	8.46875		$	3.3938		$	3.3938
Term (years)		4.00			5.00			4.61
Expected stock price volatility		117.0	%		127.8	%		120.8	%
Risk-free rate of interest		2.86	%		2.98	%		4.03	%

Schedule of fair value of financial instruments measured on a recurring basis

	As of December 31, 2022
Description	Total		Level 1		Level 2		Level 3
Liabilities:
Contingent warrant liability	$	14,021		—		—	$	14,021

Schedule of the change in fair value, as determined by level 3 inputs, for the contingent warrant liability

	Contingent Warrant Liability
Balance at December 31, 2021	$	—
Fair value at issuance		75,431
Change in fair value		(61,410	)
Balance at December 31, 2022	$	14,021

Schedule of computation of diluted shares outstanding

	Years Ended December 31,
	2022		2021
Options to purchase shares of common stock		1,392,654		780,640
Warrants		5,264,274		—
Series Seed Preferred Stock		—		4,584,552
Total		6,656,928		5,365,192

Balance Sheet Details (Tables)

12 Months Ended

Dec. 31, 2022

Balance Sheet Related Disclosures [Abstract]

Schedule of prepaid expenses

	As of December 31, 2022		As of December 31, 2021
Prepaid research and development	$	231,981	$	203,910
Prepaid insurance		148,789		4,842
Prepaid other		88,462		25,799
Total	$	469,232	$	234,551

Schedule of accrued expenses

	As of December 31, 2022		As of December 31, 2021
Accrued license fees	$	15,000	$	225,000
Accrued research and development		847,747		300,182
Accrued deferred offering costs		125,000		246,236
Accrued compensation		1,132,859		234,265
Accrued franchise taxes		177,600		—
Accrued director fees		38,750		—
Accrued other		72,172		49,832
Total	$	2,409,128	$	1,055,515

Stockholders’ Equity (Tables)

12 Months Ended

Dec. 31, 2022

Stockholders' Equity Note [Abstract]

Schedule of fair value of options granted

	Original			Exchanged
Exercise price	$	6.65		$	2.546
Term (years)		3.67			5.0
Expected stock price volatility		116.2	%		120.2	%
Risk-free rate of interest		3.16	%		2.98	%

		For the Year Ended December 31,
		2022
Exercise price		$1.06 – 6.45
Term (years)		5.00 – 10.00
Expected stock price volatility		112.6% – 121.2%
Risk-free rate of interest		2.9% – 4.3%

Schedule of stock option activity

						Weighted
						Average
				Weighted		Remaining
				Average		Contractual
	Number of			Exercise		Life
	Shares			Price		(in years)
Outstanding as of December 31, 2021		—		$	—		—
Granted		9,479,883			2.43
Exercised		(2,277,046	)		0.001
Cancelled		(1,291,923	)		6.97
Outstanding as of December 31, 2022		5,910,914			2.37		4.7
Warrants vested and exercisable as of December 31, 2022		5,910,914		$	2.37		4.7

								Weighted
								Average
				Weighted				Remaining
				Average		Total		Contractual
	Number of			Exercise		Intrinsic		Life
	Shares			Price		Value		(in years)
Outstanding as of December 31, 2021		780,640		$	0.01	$	532,787		8.1
Granted		797,223			5.92		—		—
Forfeited / cancelled		(19,757	)		6.45		—		—
Exercised		(165,452	)		0.01		573,465		—
Outstanding as of December 31, 2022		1,392,654		$	3.30	$	670,161		8.2
Options vested and exercisable as of December 31, 2022		933,888		$	2.99	$	534,006		8.0

Schedule of stock-based compensation expense

	For the Years Ended December 31,
	2022		2021
General and administrative	$	1,309,687	$	41,061
Research and development		664,879		89,080
Total	$	1,974,566	$	130,141

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Schedule of deferred tax assets

	As of December 31,
	2022			2021
Deferred tax assets:
Net-operating loss carryforward	$	2,986,738		$	1,120,155
Capitalized research and development		885,176			—
Stock-based compensation		308,552			106,171
Accrued compensation		186,573			55,500
License agreement		82,626			59,685
Other accrued expenses		65,886			14,636
Gross deferred tax assets		4,515,551			1,356,147
Valuation allowance		(4,512,546	)		(1,353,673	)
Deferred tax assets, net of allowance	$	3,005		$	2,474
Deferred tax liabilities:
Fixed assets		(3,005	)		(2,474	)
Total deferred tax liabilities	$	(3,005	)	$	(2,474	)
Net deferred tax assets	$	—		$	—

Schedule of income taxes differs from the statutory Federal rate

	For the Years Ended December 31,
	2022			2021
Expected income tax benefit at Federal statutory tax rate	$	(2,818,164	)	$	(717,640	)
State and local taxes, net of Federal tax benefit		(501,277	)		(91,233	)
Research credits		(16,477	)		—
Permanent items		194,705			9,501
State rate adjustment		19,600			119,414
Other		(37,260	)		4,228
Change in valuation allowance		3,158,873			675,730
Provision for income taxes	$	—		$	—

Schedule of unrecognized tax benefits

	For the Years Ended December 31,
	2022		2021
Beginning balance	$	-	$	-
Increases related to prior year tax positions		11,517		-
Increases related to current year tax positions		5,493		-
Ending balance	$	17,010	$	-

Organization and Basis of Presentation (Details) - $ / shares	1 Months Ended
	Feb. 23, 2022	Nov. 24, 2021
Accounting Policies [Abstract]
Initial public offering	2,222,222
Initial public offering price per share	$ 9
Initial public offering, description	Proceeds from the IPO, net of underwriting discounts, commissions, and offering costs of $2.9 million, were $17.1 million.
Convertible preferred stock shares	5,626,365
Stock split, description		4-for-1 (4:1) stock split

Liquidity and Financial Condition (Details) $ in Millions	12 Months Ended
Liquidity and Financial Condition (Details) $ in Millions	Dec. 31, 2022 USD ($)
Liquidity and Financial Condition [Abstract]
Net proceeds	$ 33.1
Company cash	25.8
Working capital	22.3
Accumulated deficit	$ 19.4
Least term	1 year

Summary of Significant Accounting Policies (Details) - USD ($)	1 Months Ended	12 Months Ended
	Oct. 31, 2022	Dec. 31, 2022	Dec. 31, 2021
Summary of Significant Accounting Policies (Details) [Line Items]
Federal depository insurance coverage limit		$ 250,000
Non-financial assets or liabilities recorded at fair value on a non-recurring basis description		none of the Company’s non-financial assets or liabilities were recorded at fair value on a non-recurring basis.	none of the Company’s non-financial assets or liabilities were recorded at fair value on a non-recurring basis.
Deferred offering costs		$ 800,000	$ 300,000
Expected dividend yield	0.00%	0.00%
Minimum [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Straight-line method respective useful lives		3 years
Maximum [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Straight-line method respective useful lives		7 years

Summary of Significant Accounting Policies (Details) - Schedule of the valuation of the contingent warrant liability - Contingent Warrant Liability [Member] - $ / shares			5 Months Ended
	Aug. 11, 2022	Apr. 19, 2022	Dec. 31, 2022
Summary of Significant Accounting Policies (Details) - Schedule of the valuation of the contingent warrant liability [Line Items]
Exercise price (in Dollars per share)	$ 3.3938	$ 8.46875	$ 3.3938
Term (years)	5 years	4 years	4 years 7 months 9 days
Expected stock price volatility	127.80%	117.00%	120.80%
Risk-free rate of interest	2.98%	2.86%	4.03%

Summary of Significant Accounting Policies (Details) - Schedule of fair value of financial instruments measured on a recurring basis	Dec. 31, 2022 USD ($)
Liabilities:
Contingent warrant liability	$ 14,021
Level 1 [Member]
Liabilities:
Contingent warrant liability
Level 2 [Member]
Liabilities:
Contingent warrant liability
Level 3 [Member]
Liabilities:
Contingent warrant liability	$ 14,021

Summary of Significant Accounting Policies (Details) - Schedule of the change in fair value, as determined by level 3 inputs, for the contingent warrant liability	12 Months Ended
	Dec. 31, 2022 USD ($)
Schedule Of The Change In Fair Value As Determined By Level3 Inputs For The Contingent Warrant Liability [Abstract]
Balance at beginning
Fair value at issuance	75,431
Change in fair value	(61,410)
Balance at ending	$ 14,021

Summary of Significant Accounting Policies (Details) - Schedule of computation of diluted shares outstanding - shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Schedule Of Computation Of Diluted Shares Outstanding [Abstract]
Options to purchase shares of common stock	1,392,654	780,640
Warrants	5,264,274
Series Seed Preferred Stock		4,584,552
Total	6,656,928	5,365,192

Balance Sheet Details (Details) - Schedule of prepaid expenses - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Schedule of Prepaid Expenses [Abstract]
Prepaid research and development	$ 231,981	$ 203,910
Prepaid insurance	148,789	4,842
Prepaid other	88,462	25,799
Total	$ 469,232	$ 234,551

Balance Sheet Details (Details) - Schedule of accrued expenses - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Schedule of Accrued Expenses [Abstract]
Accrued license fees	$ 15,000	$ 225,000
Accrued research and development	847,747	300,182
Accrued deferred offering costs	125,000	246,236
Accrued compensation	1,132,859	234,265
Accrued franchise taxes	177,600
Accrued director fees	38,750
Accrued other	72,172	49,832
Total	$ 2,409,128	$ 1,055,515

Significant Agreements (Details) - USD ($)	1 Months Ended		12 Months Ended
Significant Agreements (Details) - USD ($)	May 21, 2021	Oct. 18, 2019	Dec. 31, 2022	Dec. 31, 2021	Jan. 09, 2020
Oxford University Innovation Limited [Member]
Significant Agreements (Details) [Line Items]
OUI agreement expiration			10 years
St. Jude Children’s Hospital [Member]
Significant Agreements (Details) [Line Items]
Intellectual property licenses			$ 15,000	$ 11,000
Cincinnati Children’s Hospital Medical Center [Member]
Significant Agreements (Details) [Line Items]
Commercial sale term			10 years
Ology Bioservices, Inc. [Member]
Significant Agreements (Details) [Line Items]
Aggregate agreement amount initial agreement		$ 4,000,000
Payment for service					$ 100,000
Aggregate amount	$ 2,800,000
Cost plus, percentage	15.00%
Second project addendum, description			The amendments resulted in a net increase to the Company’s obligations under the second Project Addendum of $154,000.
Research and development expenses			$ 1,329,000	328,000
Accounts payable			476,000	164,000
Accrued expenses			$ 669,000	115,000
University of Texas Health Science Center at San Antonio [Member]
Significant Agreements (Details) [Line Items]
License fee, description			An initial non-refundable license fee of $100,000 was due upon execution of the agreement and subsequent annual license fees of $20,000 per year for each of the four years ending on December 31, 2026; $40,000 per year for each of the two years ending on December 31, 2028, and $60,000 per year for the year ending December 31, 2029 and each year thereafter until expiration or termination of the UT Health agreement.
Research and Development Expenses [Member] \| Cincinnati Children’s Hospital Medical Center [Member]
Significant Agreements (Details) [Line Items]
Intellectual property licenses			$ 38,000	$ 402,000
Research and Development Expenses [Member] \| University of Texas Health Science Center at San Antonio [Member] \| Accounts Payable [Member]
Significant Agreements (Details) [Line Items]
Intellectual property licenses			$ 100,000

Stockholders’ Equity (Details) - USD ($)			1 Months Ended					12 Months Ended
Stockholders’ Equity (Details) - USD ($)	Nov. 10, 2022	Aug. 11, 2022	Oct. 31, 2022	Aug. 31, 2022	Apr. 19, 2022	Feb. 23, 2022	Feb. 17, 2022	Dec. 31, 2022	Dec. 31, 2021	Nov. 18, 2022	Oct. 09, 2022	May 24, 2022	Jul. 01, 2019
Stockholders’ Equity (Details) [Line Items]
Common stock, shares authorized								250,000,000	250,000,000
Preferred stock, shares authorized								10,000,000	10,000,000
Preferred stock, par value (in Dollars per share)								$ 0.00001	$ 0.00001
Preferred stock, shares designated								1,150,000
Common stock par value (in Dollars per share)								$ 0.00001
Common stock, shares issued								15,724,957	3,200,000
Common stock, shares outstanding								15,265,228	3,200,000
Aggregate shares							2,222,222
Common stock price per share (in Dollars per share)							$ 9
Underwriting discount percentage						8.00%
Net proceeds (in Dollars)						$ 17,100,000
Warrants to purchase shares of common stock						111,111
Exercisable term						5 years
Outstanding warrants (in Dollars per share)						$ 10.35
Fair value (in Dollars)			$ 10,000								$ 264,000
Restricted shares of common stock			200,000
Vesting provisions amount (in Dollars)			$ 254,000
Expected term			6 months
Expected volatility			96.36%
Risk-free interest rate			4.09%
Dividend payment			0.00%					0.00%
Shares of common stock	5,000,000
Maximum price per (in Dollars per share)	$ 1									$ 2
Repurchased shares								459,729
Common stock price per share (in Dollars per share)								$ 1.23
Approximately amount (in Dollars)								$ 600,000
Remaining shares								4,500,000
Reserved shares of common stock						1,600,000						590,406
Aggregate shares of common stock				1,180,812
Agent fees and other offering expenses (in Dollars)					$ 6,900,000
Warrants exercise price (in Dollars per share)					$ 0.001
Exercise price (in Dollars per share)								$ 6.65
Agent fee percentage					7.50%			7.50%
Management fee percentage					1.00%			1.00%
Out of pocket expenses (in Dollars)					$ 85,000			$ 85,000
Purchase of common stock					70,849			220,997
Percentage of purchase warrants					6.00%
Exercise price, per share (in Dollars per share)				$ 2.546	$ 8.46875
Warrants issuable shares					70,849			70,849
Aggregate percentage								2.00%
Liability (in Dollars)								$ 39,000
Preferred stock, shares issued											93,466
Net cash proceeds (in Dollars)									$ 334,188
Percentage of common stock shares								6.00%
Exercise price (in Dollars)								$ 1,655
Contingent warrants issuable								298,346
Aggregate subscription percentage								2.00%
Contingent warrants exchanged								70,849
Fair value recognized (in Dollars)								$ 8,000
Description of contingent warrant liability								The remaining 227,497 August Contingent Warrants were measured as a liability upon the close of the August Private Placement.
Contingent warrants								298,346
Contingent warrants (in Dollars)								$ 14,000
Conversion price, per shares (in Dollars per share)								$ 1.52
Underwritten public offering netting proceeds (in Dollars)								$ 50,000,000
Offering price percentage								300.00%
Cumulative dividends, per share								8.00%
Cumulative dividends (in Dollars)								$ 1,586,162	$ 1,489,803
Cumulative dividends per series seed share (in Dollars per share)								$ 1.38	$ 1.3
Common stock reserved for issuance				2,600,000
Issuance options								1,041,894
Weighted average grant date fair value (in Dollars per share)								$ 3.4
Aggregate fair value of stock options vested (in Dollars)								$ 2.1	$ 0.1
Stock options granted								72,223
Stock-based compensation expense (in Dollars)								$ 700,000
Aggregate stock options								32,517
Recognized stock-based compensation expense (in Dollars)								$ 1,974,566	$ 130,141
Weighted-average period term								1 year 10 months 20 days
Pre-Funded Warrants [Member]
Stockholders’ Equity (Details) [Line Items]
Aggregate shares of common stock		2,333,280			590,406
Purchase price per share (in Dollars per share)					$ 6.774
Warrants exercise price (in Dollars per share)				$ 0.001
April Private Placement Warrants [Member]
Stockholders’ Equity (Details) [Line Items]
Warrants exercisable								70,849
2019 Equity Incentive Plan [Member]
Stockholders’ Equity (Details) [Line Items]
Reserved shares of common stock													1,400,000
Stock Options [Member]
Stockholders’ Equity (Details) [Line Items]
Aggregate fair value of the stock options (in Dollars)								$ 1,800,000
Preferred Investment Options [Member]
Stockholders’ Equity (Details) [Line Items]
Aggregate shares of common stock		4,972,428			1,180,812
Purchase price per share (in Dollars per share)		$ 2.715			$ 6.775
Preferred investment options exercise price (in Dollars per share)					$ 8.46875
Exercise price (in Dollars)								$ 3.3938
IPO [Member]
Stockholders’ Equity (Details) [Line Items]
Warrants exercisable			93,466
Private Placement Warrants [Member]
Stockholders’ Equity (Details) [Line Items]
Common stock, shares issued								1,686,640
Warrants exercisable								646,640
Reserved shares of common stock					590,406
Warrants exercise price (in Dollars per share)								$ 1.1
Preferred stock, shares issued		1,350,000
Net cash proceeds (in Dollars)		$ 8,700,000
Exercise price (in Dollars)								$ 3.3938
Cancelled aggregate of preferred investment options								1,180,812
Exchanged preferred investment options								1,289,148
Increase in fair value of preferred investment options (in Dollars)								$ 860,000
Exercisable shares of common stock								5,910,914
Private Placement Warrants [Member] \| Preferred Investment Options [Member]
Stockholders’ Equity (Details) [Line Items]
Warrants exercisable								1,686,640
Aggregate shares of common stock		1,180,812
Purchase price per share (in Dollars per share)		$ 2.714
Contingent Warrants [Member]
Stockholders’ Equity (Details) [Line Items]
Liability (in Dollars)								$ 36,000
Contingent warrants								70,849
August Private Placement Warrant [Member]
Stockholders’ Equity (Details) [Line Items]
Warrants exercisable								5,840,065
Preferred Stock Series Seed [Member]
Stockholders’ Equity (Details) [Line Items]
Preferred stock, shares designated								1,150,000
Preferred stock, shares issued								0	1,146,138
Preferred stock, shares outstanding								0	1,146,138
Original Issue Price [Member]
Stockholders’ Equity (Details) [Line Items]
Original issue price per share (in Dollars per share)								$ 6.09
Chief Executive Officer [Member]
Stockholders’ Equity (Details) [Line Items]
Stock options granted								200,000
Chief Business Officer [Member]
Stockholders’ Equity (Details) [Line Items]
Stock options granted								200,000
Chief Financial Officer [Member]
Stockholders’ Equity (Details) [Line Items]
Stock options granted								100,000
Stock-based compensation expense (in Dollars)								$ 1,500,000
Non-Executive Directors [Member]
Stockholders’ Equity (Details) [Line Items]
Aggregate fair value of the stock options (in Dollars)								200,000
Stock-based compensation expense (in Dollars)								200,000
Recognized stock-based compensation expense (in Dollars)								$ 100,000

Stockholders’ Equity (Details) - Schedule of fair value of options granted	12 Months Ended
	Dec. 31, 2022 $ / shares
Stockholders’ Equity (Details) - Schedule of fair value of options granted [Line Items]
Term (years)	1 year
Minimum [Member]
Stockholders’ Equity (Details) - Schedule of fair value of options granted [Line Items]
Exercise price (in Dollars per share)	$ 1.06
Term (years)	5 years
Expected stock price volatility	112.60%
Risk-free rate of interest	2.90%
Maximum [Member]
Stockholders’ Equity (Details) - Schedule of fair value of options granted [Line Items]
Exercise price (in Dollars per share)	$ 6.45
Term (years)	10 years
Expected stock price volatility	121.20%
Risk-free rate of interest	4.30%
Original [Member]
Stockholders’ Equity (Details) - Schedule of fair value of options granted [Line Items]
Exercise price (in Dollars per share)	$ 6.65
Term (years)	3 years 8 months 1 day
Expected stock price volatility	116.20%
Risk-free rate of interest	3.16%
Exchanged [Member]
Stockholders’ Equity (Details) - Schedule of fair value of options granted [Line Items]
Exercise price (in Dollars per share)	$ 2.546
Term (years)	5 years
Expected stock price volatility	120.20%
Risk-free rate of interest	2.98%

Stockholders’ Equity (Details) - Schedule of stock option activity	12 Months Ended
	Dec. 31, 2022 USD ($) $ / shares shares
Warrants [Member]
Stockholders’ Equity (Details) - Schedule of stock option activity [Line Items]
Number of Shares, Outstanding at beginning \| shares
Weighted Average Exercise Price, Outstanding at beginning \| $ / shares
Weighted Average Remaining Contractual Life (in years), Outstanding at beginning
Number of Shares, Granted \| shares	9,479,883
Weighted Average Exercise Price, Granted \| $ / shares	$ 2.43
Number of Shares, Exercised \| shares	(2,277,046)
Weighted Average Exercise Price, Exercised \| $ / shares	$ 0.001
Number of Shares, Forfeited / cancelled \| shares	(1,291,923)
Weighted Average Exercise Price, Forfeited / cancelled \| $ / shares	$ 6.97
Number of Shares, Outstanding at ending \| shares	5,910,914
Weighted Average Exercise Price, Outstanding at ending \| $ / shares	$ 2.37
Weighted Average Remaining Contractual Life (in years), Outstanding at ending	4 years 8 months 12 days
Number of Shares, Warrants vested and exercisable \| shares	5,910,914
Weighted Average Exercise Price, Warrants vested and exercisable \| $ / shares	$ 2.37
Weighted Average Remaining Contractual Life (in years), Warrants vested and exercisable	4 years 8 months 12 days
Stock Options [Member]
Stockholders’ Equity (Details) - Schedule of stock option activity [Line Items]
Number of Shares, Outstanding at beginning \| shares	780,640
Weighted Average Exercise Price, Outstanding at beginning \| $ / shares	$ 0.01
Weighted Average Remaining Contractual Life (in years), Outstanding at beginning	8 years 1 month 6 days
Total Intrinsic Value, Outstanding at beginning \| $	$ 532,787
Number of Shares, Granted \| shares	797,223
Weighted Average Exercise Price, Granted \| $ / shares	$ 5.92
Weighted Average Remaining Contractual Life (in years), Granted
Total Intrinsic Value, Granted \| $
Number of Shares, Exercised \| shares	(165,452)
Weighted Average Exercise Price, Exercised \| $ / shares	$ 0.01
Weighted Average Remaining Contractual Life (in years), Exercised
Total Intrinsic Value, Exercised \| $	$ 573,465
Number of Shares, Forfeited / cancelled \| shares	(19,757)
Weighted Average Exercise Price, Forfeited / cancelled \| $ / shares	$ 6.45
Weighted Average Remaining Contractual Life (in years), Forfeited / cancelled
Total Intrinsic Value, Forfeited / cancelled \| $
Number of Shares, Outstanding at ending \| shares	1,392,654
Weighted Average Exercise Price, Outstanding at ending \| $ / shares	$ 3.3
Weighted Average Remaining Contractual Life (in years), Outstanding at ending	8 years 2 months 12 days
Total Intrinsic Value, Outstanding at ending \| $	$ 670,161
Number of Shares, Options vested and exercisable \| shares	933,888
Weighted Average Exercise Price, Options vested and exercisable \| $ / shares	$ 2.99
Weighted Average Remaining Contractual Life (in years), Options vested and exercisable	8 years
Total Intrinsic Value, Options vested and exercisable \| $	$ 534,006

Stockholders’ Equity (Details) - Schedule of stock-based compensation expense - Stock Options [Member] - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expenses	$ 1,974,566	$ 130,141
General and administrative [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expenses	1,309,687	41,061
Research and development [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expenses	$ 664,879	$ 89,080

Commitments and Contingencies (Details)					1 Months Ended		12 Months Ended
Commitments and Contingencies (Details)	Oct. 09, 2022 USD ($) shares	May 11, 2022 USD ($)	May 01, 2022 USD ($)	May 03, 2021 USD ($)	Aug. 29, 2022 USD ($)	Jan. 31, 2020 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Oct. 31, 2022 USD ($)	May 16, 2022 USD ($)	May 16, 2022 EUR (€)	Feb. 07, 2022 USD ($)	Dec. 18, 2019 EUR (€)
Commitments and Contingencies (Details) [Line Items]
Company leased office space							$ 5,500
Rental deposit							15,000
Rent expense							$ 0	$ 0
Office lease term, description							The Company entered into a month-to-month lease in Cincinnati, Ohio, with an unrelated party in April 2021 with monthly payments of approximately $500 per month.
Unrelated party payments							$ 500
Short-term lease			$ 14,000
Lease term							Apr. 30, 2023
Cash fee	$ 1,000,000
Legal expenses	$ 50,000
Restricted common stock (in Shares) \| shares	93,466
Warrants issued (in Shares) \| shares	111,111
Fair value	$ 264,000								$ 10,000
Accrued loss contingency							$ 1,300,000
Royalty payments percentage							20.00%
CHMC Sponsored Research Agreement [Member]
Commitments and Contingencies (Details) [Line Items]
Research and development expenses							$ 111,000
CHMC Agreement [Member]
Commitments and Contingencies (Details) [Line Items]
Accounts payable							129,000
Accrued expenses							12,000
Aggregate payments							59,750,000
Regulatory milestones							1,250,000
Commercial milestones							58,000,000
Specified milestones							$ 500,000
Royalty net sales description							Specifically, the Company is obligated to pay CHMC a single-digit royalty on net sales, being 5%, 4% or 2% depending on the product, until the last valid claim covering a licensed product exists, at which point the royalty rates decrease by 50%. The Company is also obligated to pay up to a 25% royalty on any non-royalty sublicense revenue paid to the Company by any sublicensee.
Option fee							$ 50,000
OUI Agreement [Member]
Commitments and Contingencies (Details) [Line Items]
Percentage of royalty on net sales							6.00%
Minimum royalty expense							$ 250,000
Royalty rate, percentage							3.00%
Royalty on sum received from sublicense, percentage							25.00%
Aggregate payments							$ 51,250,000
Specified milestones							2,250,000
Regulatory milestones							9,500,000
Commercial milestones							39,500,000
Oxford Research [Member]
Commitments and Contingencies (Details) [Line Items]
Total (in Euro) \| €													€ 420,000
Prepaid amount						$ 554,802
Prepaid expense							100,000	200,000
Extend another fee										$ 56,000	€ 53,500
Related research and development expenses							51,000	$ 185,000
St. Jude Agreement [Member]
Commitments and Contingencies (Details) [Line Items]
Royalty on sum received from sublicense, percentage		15.00%
Aggregate payments		$ 1,900,000
Regulatory milestones		300,000
Commercial milestones		$ 1,000,000
Royalty payments percentage		5.00%
License fee		$ 5,000
Annual maintenance fee		10,000
Specified milestones		$ 600,000
St. Jude Children's Sponsored Research Agreement [Member]
Commitments and Contingencies (Details) [Line Items]
Aggregate amount				$ 73,073
Research agreement					$ 75,603
CHMC Sponsored Research Agreement [Member]
Commitments and Contingencies (Details) [Line Items]
Aggregate amount							$ 247,705
University of Texas Health Science Center at San Antonio [Member]
Commitments and Contingencies (Details) [Line Items]
Description of aggregate payments							the Company is required to pay UT Health milestone payments of up to an aggregate of approximately $2.2 million; specifically, upon the achievement of specified development milestones of approximately $0.7 million and regulatory milestones of approximately $1.5 million
University of Texas Health Science Center at San Antonio [Member] \| Minimum [Member]
Commitments and Contingencies (Details) [Line Items]
Net sales percentage							5.00%
University of Texas Health Science Center at San Antonio [Member] \| Maximum [Member]
Commitments and Contingencies (Details) [Line Items]
Net sales percentage							3.00%
Underwriter Termination Agreement [Member]
Commitments and Contingencies (Details) [Line Items]
Termination fee												$ 300,000
Litigation [Member]
Commitments and Contingencies (Details) [Line Items]
Restricted common stock (in Shares) \| shares	200,000
Pre-phase III year [Member] \| OUI Agreement [Member]
Commitments and Contingencies (Details) [Line Items]
Annual maintenance fee							$10,000
Phase III year [Member] \| OUI Agreement [Member]
Commitments and Contingencies (Details) [Line Items]
Annual maintenance fee							$20,000
Phase I [Member] \| St. Jude Children's Sponsored Research Agreement [Member]
Commitments and Contingencies (Details) [Line Items]
Aggregate amount				57,624
Phase II [Member] \| St. Jude Children's Sponsored Research Agreement [Member]
Commitments and Contingencies (Details) [Line Items]
Aggregate amount				$ 15,449

Related Party Transactions (Details) - USD ($)	12 Months Ended
Related Party Transactions (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Related Party Transactions (Details) [Line Items]
Fees under consulting agreement	$ 63,000	$ 435,000
Utility expenses		22,000
Related party transactions amounts		140,000
Bonus amount		200,000
Receivable from related party	$ 36,000	153,000
CBO [Member]
Related Party Transactions (Details) [Line Items]
Related party transactions amounts		100,000
CEO [Member]
Related Party Transactions (Details) [Line Items]
Related party transactions amounts		$ 140,000

- Definition

For an unclassified balance sheet, amounts due from related parties including affiliates, employees, joint ventures, officers and stockholders, immediate families thereof, and pension funds.

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(k)(1))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 850
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 210
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-03.10(3))
-URI https://asc.fasb.org/extlink&oid=126897435&loc=d3e534808-122878

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(3)(a)(2))
-URI https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(C))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(B))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 11: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 210
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-03.3)
-URI https://asc.fasb.org/extlink&oid=126734703&loc=d3e572229-122910

+ Details

Income Taxes (Details) - USD ($)	12 Months Ended
Income Taxes (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Carryforward for federal	$ 12,500,000
State income tax	12,100,000
Federal NOL and state NOLs	$ 8,500,000
Taxable income rate	80.00%
State NOLs	$ 3,700,000
Valuation allowance	$ 3,200,000
Income tax percentage	50.00%
Unrecognized tax benefits	$ 17,010	$ 0

Income Taxes (Details) - Schedule of deferred tax assets - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Deferred tax assets:
Net-operating loss carryforward	$ 2,986,738	$ 1,120,155
Capitalized research and development	885,176
Stock-based compensation	308,552	106,171
Accrued compensation	186,573	55,500
License agreement	82,626	59,685
Other accrued expenses	65,886	14,636
Gross deferred tax assets	4,515,551	1,356,147
Valuation allowance	(4,512,546)	(1,353,673)
Deferred tax assets, net of allowance	3,005	2,474
Deferred tax liabilities:
Fixed assets	(3,005)	(2,474)
Total deferred tax liabilities	(3,005)	(2,474)
Net deferred tax assets

Income Taxes (Details) - Schedule of income taxes differs from the statutory Federal rate - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Schedule Of Income Taxes Differs From The Statutory Federal Rate Abstract
Expected income tax benefit at Federal statutory tax rate	$ (2,818,164)	$ (717,640)
State and local taxes, net of Federal tax benefit	(501,277)	(91,233)
Research credits	(16,477)
Permanent items	194,705	9,501
State rate adjustment	19,600	119,414
Other	(37,260)	4,228
Change in valuation allowance	3,158,873	675,730
Provision for income taxes

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Income Taxes (Details) - Schedule of unrecognized tax benefits - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Schedule Of Unrecognized Tax Benefits Abstract
Beginning balance
Ending balance	17,010
Increases related to prior year tax positions	11,517
Increases related to current year tax positions	$ 5,493

Retirement Plan (Details)	12 Months Ended
Retirement Plan (Details)	Dec. 31, 2022
Retirement Benefits [Abstract]
Employees compensation percentage	100.00%

Subsequent Events (Details) - Subsequent Event [Member] - $ / shares	Feb. 01, 2023	Jan. 31, 2023	Jan. 26, 2023	Jan. 01, 2023
Subsequent Events (Details) [Line Items]
Pre funded warrants issued		646,640
Exercise price per share (in Dollars per share)		$ 0.001
Issued shares				646,640
Granted shares			2,386
Exercise price (in Dollars per share)			$ 1.28
Stock option of accelerated vesting aggregate			11,504
Description of co-development agreement	the co-development agreement, either the Company or AbVacc, whichever party is the primary sponsor of any resulting product (as defined in the agreement), will be obligated to compensate the other party for certain milestone payments that would range between $2.1 million and $4.75 million, plus royalties of between 2% to 4%.
Agreement term	3 years