0001701478-24-000005 | 10-Q | XBRL Viewer

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CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Common stock, par value per share (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	100,000,000	100,000,000
Common stock, shares issued (in shares)	28,804,643	12,097,643
Common stock, shares outstanding (in shares)	28,804,643	12,097,643
Series A Convertible Preferred Stock
Temporary equity, par value (in dollars per share)	$ 0.0001	$ 0.0001
Temporary equity, shares authorized (in shares)	205,385	205,385
Temporary equity, shares issued (in shares)	0	0
Temporary equity, shares outstanding (in shares)	0	0
Temporary equity, liquidation preference	$ 0	$ 0
Series A-1 Convertible Preferred Stock
Temporary equity, par value (in dollars per share)	$ 0.0001	$ 0.0001
Temporary equity, shares authorized (in shares)	380,657	380,657
Temporary equity, shares issued (in shares)	0	0
Temporary equity, shares outstanding (in shares)	0	0
Temporary equity, liquidation preference	$ 0	$ 0
Series B Convertible Preferred Stock
Temporary equity, par value (in dollars per share)	$ 0.0001	$ 0.0001
Temporary equity, shares authorized (in shares)	851,108	851,108
Temporary equity, shares issued (in shares)	0	0
Temporary equity, shares outstanding (in shares)	0	0
Temporary equity, liquidation preference	$ 0	$ 0

Stockholders’ Equity	3 Months Ended
Stockholders’ Equity	Mar. 31, 2024
Equity [Abstract]
Stockholders’ Equity	Stockholders’ Equity On May 17, 2023, the Company effected a 7.1-for-1 forward stock split (the “Forward Stock Split”) of its issued and outstanding shares of common stock and a proportional adjustment to the existing conversion ratios for each series of the Company’s preferred stock. The par value of the common stock was adjusted as a result of the Forward Stock Split from $0.01 to $0.0001 and the authorized shares were increased to 100,000,000 shares of common stock in connection with the Forward Stock Split. Fractional shares resulting from the Forward Stock Split were rounded down to the next whole share and in lieu of any fractional shares and the Company paid a cash amount to the holder of such fractional share. The accompanying financial statements and notes to the financial statements give retroactive effect to the Forward Stock Split for all periods presented. Shares of common stock underlying outstanding stock-based awards and other equity instruments were proportionately increased and the respective per share value and exercise prices, if applicable, were proportionately decreased in accordance with the terms of the agreements governing such securities. Common Stock At March 31, 2024 and December 31, 2023, per the Company’s amended and restated Certificate of Incorporation, the Company was authorized to issue 100,000,000 shares of $0.0001 par value common stock. Each share of common stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders and the holders of the Common Stock are entitled to elect one director of the Corporation. The Company currently has 2,238,671 shares of common stock reserved for future issuance for the potential exercise of stock options and warrants outstanding at March 31, 2024. Preferred Stock At March 31, 2024 and December 31, 2023, per the Company’s amended and restated Certificate of Incorporation, the Company has authorized 10,000,000 shares of $0.0001 par value preferred stock. Upon the close of the Company’s IPO in June 2023, all of the outstanding preferred stock converted to common stock, resulting in the issuance of 1,458,233, 2,964,849, and 3,284,553 shares of common stock in exchange for outstanding Series A, Series A-1, and Series B Preferred Stock, respectively. There was no gain or loss upon conversion.

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Related Parties (Details) - USD ($)	1 Months Ended	3 Months Ended
Related Parties (Details) - USD ($)	Sep. 30, 2022	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
2022 Convertible Notes
Related Party Transaction [Line Items]
Debt instrument, aggregate principal	$ 4,350,000
Related Party
Related Party Transaction [Line Items]
Revenues		$ 0	$ 113,300
Accounts receivable		$ 0		$ 90,000
Investor \| Common Stock
Related Party Transaction [Line Items]
Stock issued during conversion (in shares)	1,697,490
Stock issued during conversion	$ 4,243,726
Investor \| 2022 Convertible Notes
Related Party Transaction [Line Items]
Debt instrument, aggregate principal	$ 4,000,000

Commitments and Contingencies

3 Months Ended

Mar. 31, 2024

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Legal

The Company is subject to legal proceedings or claims which arise in the ordinary course of its business. Although occasional adverse decisions or settlements may occur, the Company believes that the final disposition of such matters should not have a material adverse effect on its financial position, results of operations or liquidity.

License Agreement

Effective January 26, 2022, the Company entered into an Exclusive License Agreement (the License Agreement) with an unrelated third party. Under the License Agreement, the Company is granted an exclusive license for certain patents and a non-exclusive license for certain know-how. The License Agreement continues until the later of the expiration of the last to expire licensed patent or ten years after the first commercial sale of the first licensed therapeutic or non-therapeutic product. The Company may terminate the License Agreement at any time by providing at least 30 days written notice to the third party. The License Agreement is also terminated upon breach of a material obligation under the agreement or bankruptcy. Upon any termination of the License Agreement, neither party is relieved of obligations incurred prior to the termination.

During the three months ended March 31, 2024 and March 31, 2023, the Company capitalized payments made under this license agreement in the amount of $0 and $3,858, respectively.

Operating Leases

The Company leases office and lab space in Branford, CT; Groton, CT; and Montreal, Quebec. The Company’s leases expire at various dates through May 31, 2027. Most leases are for a fixed term and for a fixed amount.

During 2019, the Company entered into a new lease agreement for office and laboratory space in Montreal, Quebec. The Montreal lease required monthly payments of $6,906, CAD which increases approximately 4% in each of the following years. The Montreal lease was increased to $8,130 CAD in 2021 upon leasing additional space. The Montreal lease was initially for a one-year term, renewable annually. The Montreal lease also requires the Company to pay additional common area maintenance.

During 2020, the Company entered into a new lease agreement for the Company’s primary office and laboratory space in Branford, CT. The Branford lease requires monthly payments of $13,033 for the first year of the lease, which increases approximately 2% in each of the following years. The Branford lease also requires the Company to pay a pro-rata share of common area maintenance.

During May 2021, the Company entered into a new lease for office and laboratory space in Groton, CT. The Groton lease required monthly payments of $4,234, which was increased to $6,824 in September 2021 upon leasing additional space. The Groton lease is initially for a one-year term, renewable annually for up to three additional years.

Future minimum payments under non-cancelable operating leases with initial or remaining terms in excess of one year during each of the next five years follow:


2024 (Remaining 9 months)	$	253,710
2025	278,842
2026	203,982
2027	75,399
2028	—
Thereafter	—
Total future undiscounted lease payments	811,933
Less interest	(44,689)
Present value of minimum lease payments	$	767,244

Rent expense for all operating leases was $84,714 for the three months ended March 31, 2024 and March 31, 2023, respectively. The weighted average lease term for all operating leases is 2.7 years. The weighted average discount rate for all operating leases is 4.25%.

Finance Leases

During 2023, the Company entered into an agreement with Hewlett Packard to lease equipment. The lease requires monthly payments of $1,478, including tax. The lease is for a 3 years term with option of purchase or extension at term end. The remaining lease term is 2.3 years and the discount rate is 9.60%.

The following is a schedule showing the future minimum lease payments under finance leases by years and the present value of the minimum payments as of March 31, 2024.


2024 (Remaining 9 months)	$	13,305
2025	17,740
2026	10,350
2027	—
Thereafter	—
Total future undiscounted lease payments	41,395
Less interest	(4,145)
Present value of minimum lease payments	$	37,250

Lease expense for the finance lease was $3,870 and $0 for the three months ended March 31, 2024 and March 31, 2023, respectively. Interest expense for the finance lease was $915 and $0 for the three months ended March 31, 2024 and March 31, 2023, respectively.

Commitments and Contingencies - Schedule of Future Minimum Payments Under Finance Leases (Details)	Mar. 31, 2024 USD ($)
Commitments and Contingencies Disclosure [Abstract]
2024 (Remaining 9 months)	$ 13,305
2025	17,740
2026	10,350
2027	0
Thereafter	0
Total future undiscounted lease payments	41,395
Less interest	(4,145)
Present value of minimum lease payments	$ 37,250

Warrants (Tables)

3 Months Ended

Mar. 31, 2024

Warrants

Schedule of Warrants Outstanding

The following table summarizes information about warrants outstanding at March 31, 2024:


			Warrants Outstanding				Warrant Exercisable
Year Granted	Exercise Price		Number of Warrants at 03/31/2024	Weighted Average Remaining Contractual Life	Weighted Average Exercise Price		Number of Warrants at 03/ 31/2024	Weighted Average Remaining Contractual Life	Weighted Average Exercise Price

2018	$	0.48	47,890	4.0 years	$	0.48	47,890	4.0 years	$	0.48
2019	$	5.28	215,846	1.9 years	$	5.28	215,846	1.9 years	$	5.28
2023	$	6.25	60,000	4.2 years	$	6.25	60,000	4.2 years	$	6.25
2024	$	0.38	666,680	4.9 years	$	0.38	666,680	4.9 years	$	0.38
			990,416		$	1.80	990,416		$	1.80

Summary of Significant Accounting Policies (Details)		3 Months Ended
Summary of Significant Accounting Policies (Details)	Jan. 01, 2022 USD ($)	Mar. 31, 2024 USD ($) lease	Mar. 31, 2023 USD ($)	Dec. 31, 2023 USD ($)
Property, Plant and Equipment [Line Items]
Number of operating leases \| lease		3
Obtaining a right-of-use asset in exchange for lease liability	$ 1,418,502
Operating lease right-of-use asset		$ 750,363		$ 828,960
Current operating lease liability		310,929		307,655
Long-term operating lease liability		456,315		$ 537,523
Lessee, finance lease, renewal term				36 months
Financing right-of-use assets, net value		36,132		$ 40,002
Finance lease liability current		14,954		14,600
Long term finance lease liability		22,296		26,169
Research and development		1,472,970	$ 829,035
State tax credit receivable		86,778		86,778
Deferred tax assets, tax credit carryforwards, research		19,619		20,040
Deferred tax assets, tax credit carryforwards, other		$ 19,119		$ 11,565
Minimum
Property, Plant and Equipment [Line Items]
Lessee, operating lease, remaining lease term		36 months
Maximum
Property, Plant and Equipment [Line Items]
Lessee, operating lease, remaining lease term		52 months

Commitments and Contingencies (Tables)

3 Months Ended

Mar. 31, 2024

Commitments and Contingencies Disclosure [Abstract]

Schedule of Future Minimum Payments Under Operating Leases

Future minimum payments under non-cancelable operating leases with initial or remaining terms in excess of one year during each of the next five years follow:


2024 (Remaining 9 months)	$	253,710
2025	278,842
2026	203,982
2027	75,399
2028	—
Thereafter	—
Total future undiscounted lease payments	811,933
Less interest	(44,689)
Present value of minimum lease payments	$	767,244

Schedule of Future Minimum Payments Under Finance Leases

The following is a schedule showing the future minimum lease payments under finance leases by years and the present value of the minimum payments as of March 31, 2024.


2024 (Remaining 9 months)	$	13,305
2025	17,740
2026	10,350
2027	—
Thereafter	—
Total future undiscounted lease payments	41,395
Less interest	(4,145)
Present value of minimum lease payments	$	37,250

Convertible Debt (Details)		1 Months Ended					3 Months Ended
Convertible Debt (Details)	Jun. 21, 2023 USD ($) shares	Jun. 30, 2023 USD ($)	Apr. 30, 2023 USD ($)	Feb. 28, 2023 USD ($)	Jan. 31, 2023 USD ($) $ / shares shares	Sep. 30, 2022 USD ($) investor	Mar. 31, 2024 USD ($)	Mar. 31, 2023 USD ($)	Jan. 05, 2021 USD ($) investor $ / shares
Debt Instrument [Line Items]
Convertible notes, capital stock issued, ratio						2
Change in fair value of convertible note							$ 0	$ (800,000)
Interest expense							(915)	(89,832)
2021 Convertible Note
Debt Instrument [Line Items]
Number of investors \| investor									1
2022 Convertible Notes
Debt Instrument [Line Items]
Number of investors \| investor						3
Series B Preferred Stock
Debt Instrument [Line Items]
Convertible debt instrument, conversion price (in dollars per share) \| $ / shares					$ 48.00
Issuance of conversion shares (in shares) \| shares					23,432
Convertible Debt
Debt Instrument [Line Items]
Interest expense							$ 0	(89,832)
Convertible Debt \| Note Purchase Agreement
Debt Instrument [Line Items]
Debt instrument, aggregate principal									$ 2,000,000
Convertible Debt \| 2021 Convertible Note
Debt Instrument [Line Items]
Debt instrument, aggregate principal									$ 1,000,000
Debt instrument, interest rate									6.00%
Convertible debt instrument, conversion price (in dollars per share) \| $ / shares									$ 48.00
Debt issuance costs									$ 15,613
Interest accrued but not yet paid					$ 124,759
Convertible Debt \| Convertible Note Purchase Agreement
Debt Instrument [Line Items]
Debt instrument, aggregate principal						$ 4,500,000
Convertible Debt \| 2022 Convertible Notes
Debt Instrument [Line Items]
Debt instrument, aggregate principal		$ 4,850,000	$ 4,850,000			$ 4,350,000
Debt instrument, interest rate						8.00%
Proceeds from convertible debt						$ 20,000,000
Debt discount, percentage						30.00%
Valuation cap						$ 30,000,000
Convertible debt instrument, conversion price, numerator				$ 30,000,000
Proceeds from sale of notes receivable		$ 500,000	$ 500,000
Notes converted to common stock (in shares) \| shares	1,846,020
Conversion of convertible notes payable	$ 9,494,887
Change in fair value of convertible note								$ (800,000)

Net Loss Per Share

3 Months Ended

Mar. 31, 2024

Earnings Per Share [Abstract]

Net Loss Per Share

Basic and diluted net loss per share were calculated as follows:

The denominator is as follows for the three months ended March 31, 2024 and March 31, 2023,:


	Three Months Ended
	2024	2023
Weighted average common stock outstanding, basic and diluted	20,182,346	1,043,988
$0.01 warrants	—	11,467
Total	20,182,346	1,055,455

The following potential common stock equivalents, presented based on amounts outstanding at each period end, were excluded from the calculation of diluted net loss per share for the periods indicated because including them would have had an anti-dilutive effect:


	March 31,
	2024	2023
Options to purchase shares of common stock	1,248,255	1,290,318
Warrants outstanding	990,416	263,736
Total	2,238,671	1,554,054

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Income Statement [Abstract]
Revenue from Contract with Customer, Product and Service [Extensible Enumeration]	Service [Member]	Service [Member]
Service revenue - related party	$ 0	$ 113,300
Operating expenses:
General and administrative	1,488,527	843,012
Research and development	1,472,970	829,035
Total operating expenses	2,961,497	1,672,047
Loss from operations	(2,961,497)	(1,558,747)
Other income (expense):
Interest income	7,609	285
Interest expense	(915)	(89,832)
Change in fair value of convertible note	0	(800,000)
Change in fair value of warrant liability	28,255	5,621
Other income (expense)	(6,327)	(4,792)
Total other income (expense)	28,622	(888,718)
Loss before income taxes	(2,932,875)	(2,447,465)
Income tax expense	0	(9,715)
Net loss	(2,932,875)	(2,457,180)
Dividends on preferred stock	0	(712,080)
Net loss attributable to common shareholders	$ (2,932,875)	$ (3,169,260)
Net loss per share, basic (in dollars per share)	$ (0.15)	$ (3.00)
Net loss per share, diluted (in dollars per share)	$ (0.15)	$ (3.00)
Weighted average common stock outstanding, basic (in shares)	20,182,346	1,055,455
Weighted average common stock outstanding, diluted (in shares)	20,182,346	1,055,455

Stockholders’ Equity (Details)		3 Months Ended
Stockholders’ Equity (Details)	May 17, 2023 $ / shares shares	Mar. 31, 2024 vote director $ / shares shares	Dec. 31, 2023 $ / shares shares	Jun. 30, 2023 shares	May 16, 2023 $ / shares
Class of Stock [Line Items]
Stock split conversion ratio	7.1	7.1
Common stock, par value per share (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001	$ 0.0001		$ 0.01
Common stock, shares authorized (in shares)	100,000,000	100,000,000	100,000,000
Common stockholders, number of votes \| vote		1
Common stockholders, number of directors elected \| director		1
Common stock reserved for future issuance (in shares)		2,238,671
Preferred stock, shares authorized (in shares)		10,000,000	10,000,000
Preferred stock, par value (in dollars per share) \| $ / shares		$ 0.0001	$ 0.0001
Series A Preferred Stock \| IPO
Class of Stock [Line Items]
Convertible preferred stock, shares issued upon conversion (in shares)				1,458,233
Series A-1 Convertible Preferred Stock \| IPO
Class of Stock [Line Items]
Convertible preferred stock, shares issued upon conversion (in shares)				2,964,849
Series B Preferred Stock \| IPO
Class of Stock [Line Items]
Convertible preferred stock, shares issued upon conversion (in shares)				3,284,553

Commitments and Contingencies - Narrative (Details)	1 Months Ended		3 Months Ended		12 Months Ended
Commitments and Contingencies - Narrative (Details)	Sep. 30, 2021 USD ($)	May 31, 2021 USD ($)	Mar. 31, 2024 USD ($)	Mar. 31, 2023 USD ($)	Dec. 31, 2023 USD ($)	Dec. 31, 2021 CAD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2019 CAD ($)	Jan. 26, 2022
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
License agreement, term									10 years
Rent expense for operating leases			$ 84,714	$ 84,714
Operating lease, weighted average remaining lease term			2 years 8 months 12 days	2 years 8 months 12 days
Operating lease, weighted average discount rate			4.25%	4.25%
Finance lease monthly payments					$ 1,478
Finance lease term					3 years
Finance lease, remaining lease term					2 years 3 months 18 days
Finance lease, discount rate					9.60%
Finance lease expense			$ 3,870	$ 0
Finance lease, interest expense			$ 915	0
Laval, Quebec
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Operating lease payments						$ 8,130		$ 6,906
Operating lease payments, percentage increase per year								0.04
Operating lease, initial lease term								1 year
Branford. CT
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Operating lease payments							$ 13,033
Operating lease payments, percentage increase per year			0.02
Groton. CT
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Operating lease payments	$ 6,824	$ 4,234
Operating lease, initial lease term		1 year
Operating lease, renewal term		3 years
Exclusive License Agreement
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Proceeds from license fees received			$ 0	$ 3,858

Warrants

3 Months Ended

Mar. 31, 2024

Warrants

Warrants

The Company issued warrants to purchase 6,745 shares of common stock in 2018 in conjunction with convertible debt financing that have a redemption provision providing the holder the right to have the Company redeem all or any portion of the warrant (or shares it has converted into) at a purchase price equal to the fair market value of the shares as determined by the board of directors or an independent appraiser. As a result of this redemption provision, the warrants have been classified as a liability in the financial statements based on ASC 480 – Distinguishing Liabilities from Equity. These warrants have an exercise price of $0.48 per share and a term of 10 years. The warrants are marked to market each reporting period. The fair value is $7,298 and $35,453 at March 31, 2024 and December 31, 2023, respectively.

The Company issued 60,000 and 666,680 warrants to its underwriters as part of our initial public offering in fiscal 2023 and follow-on offering in fiscal 2024, respectively. The underwriter warrants have a term of 10 years.

The Company also issued warrants in 2016 , 2019, 2023, and 2024 which did not meet the criteria under ASC 480 to be classified as a liability, and instead meet equity classification criteria.

The following table summarizes information about warrants outstanding at March 31, 2024:


			Warrants Outstanding				Warrant Exercisable
Year Granted	Exercise Price		Number of Warrants at 03/31/2024	Weighted Average Remaining Contractual Life	Weighted Average Exercise Price		Number of Warrants at 03/ 31/2024	Weighted Average Remaining Contractual Life	Weighted Average Exercise Price

2018	$	0.48	47,890	4.0 years	$	0.48	47,890	4.0 years	$	0.48
2019	$	5.28	215,846	1.9 years	$	5.28	215,846	1.9 years	$	5.28
2023	$	6.25	60,000	4.2 years	$	6.25	60,000	4.2 years	$	6.25
2024	$	0.38	666,680	4.9 years	$	0.38	666,680	4.9 years	$	0.38
			990,416		$	1.80	990,416		$	1.80

Intangible Assets - Schedule of Intangible Assets (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Finite-Lived Intangible Assets [Line Items]
Gross Amount	$ 233,393	$ 226,664
Accumulated Amortization	18,294	15,783
Impairment	0	0
Net Amount	215,099	210,881
Trademarks
Finite-Lived Intangible Assets [Line Items]
Gross Amount	57,652	57,474
Accumulated Amortization	0	0
Impairment	0	0
Net Amount	$ 57,652	$ 57,474
Patents
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life	17 years	17 years
Gross Amount	$ 175,741	$ 169,190
Accumulated Amortization	18,294	15,783
Impairment	0	0
Net Amount	$ 157,447	$ 153,407

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Cash flows from operating activities:
Net loss	$ (2,932,875)	$ (2,457,180)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	31,532	32,149
Amortization of right-of-use assets	82,467	71,243
Change in foreign currency rates on remeasurement of Canadian fixed assets	3,757	0
Accrued interest on convertible notes	0	89,832
Stock based compensation	34,171	38,794
Change in fair value of warrant liability	(28,155)	(5,621)
Change in fair value of convertible notes	0	800,000
Changes in operating assets and liabilities:
Accounts receivable	96,398	85,431
Prepaid expenses	65,126	116,497
Other assets	219	(28)
Tax credits receivable	(7,133)	(2,690)
Income tax receivable	(7,399)	0
Accounts payable and accrued expenses	(281,096)	109,610
Operating lease liability	(77,934)	(69,085)
Contract liabilities	0	(113,300)
Net cash used in operating activities	(3,020,922)	(1,304,348)
Cash flows from investing activities:
Purchases of property and equipment	0	(14,392)
Capitalization of deferred patent costs	(81,078)	(64,584)
Capitalization of licenses	0	(3,858)
Net cash used in investing activities	(81,078)	(82,834)
Cash flows from financing activities
Payment of deferred offering costs	0	(272,080)
Principal payments on finance leases	(3,519)	0
Proceeds from public offering, net	4,290,674	0
Proceeds from exercise of stock options	19,100	0
Net cash provided by (used in) financing activities	4,306,255	(272,080)
Net change in cash and cash equivalents	1,204,255	(1,659,262)
Cash and cash equivalents at beginning of period	1,795,989	3,492,656
Cash and cash equivalents at end of period	3,000,244	1,833,394
Supplemental disclosure of non-cash investing and financing information:
Conversion of note to Series B Convertible Preferred Stock	$ 0	$ 1,124,759

Fair Value Measurements - Schedule of Fair Value Measurements for Assets and Liabilities (Details) - Fair Value, Recurring - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total	$ 7,298	$ 35,453
Common stock warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total	7,298	35,453
Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total	0	0
Level 1 \| Common stock warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total	0	0
Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total	0	0
Level 2 \| Common stock warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total	0	0
Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total	7,298	35,453
Level 3 \| Common stock warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total	$ 7,298	$ 35,453

Related Parties	3 Months Ended
Related Parties	Mar. 31, 2024
Related Party Transactions [Abstract]
Related Parties	Related Parties Total related party revenue was $0 and $113,300 for the three months ended March 31, 2024 and March 31, 2023, respectively. Accounts receivable due from the related party was $0 and $90,000 at March 31, 2024 and December 31, 2023, respectively. In September 2022 the Company entered into a convertible promissory note totaling $4,350,000 of which $4,000,000 was attributable to an entity who was also an investor in the Company’s Series A, A-1, and B Preferred Stock financing (See Note 6). This entity received 1,697,490 shares of common stock upon conversion of the promissory notes for principal and interest of $4,243,726.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
-Paragraph 2
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 2
-Subparagraph (e)
-Publisher FASB
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 1
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(e))
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-Name Accounting Standards Codification
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-URI https://asc.fasb.org//850/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
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-Section 50
-Paragraph 6
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
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-Paragraph 1
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-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

+ Details

Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2024

Fair Value Disclosures [Abstract]

Schedule of Fair Value Measurements for Assets and Liabilities

The following tables summarize the fair values and levels within the fair value hierarchy in which the fair value measurements fall for assets and liabilities measured on a recurring basis as of:

March 31, 2024


Description	Level 1		Level 2		Level 3		Total

Liabilities
Common stock warrants	$	—	$	—	$	7,298	$	7,298
Total	$	—	$	—	$	7,298	$	7,298

December 31, 2023


Description	Level 1		Level 2		Level 3		Total

Liabilities
Common stock warrants	$	—	$	—	$	35,453	$	35,453

Total	$	—	$	—	$	35,453	$	35,453

Schedule of Changes in Level 3 Instruments Measured on a Recurring Basis

The following table presents the changes in Level 3 instruments measured on a recurring basis for the period ended March 31, 2024:


Balance at December 31, 2023	$	35,453
Changes in fair value of warrants	(28,155)

Balance at March 31, 2024	$	7,298

Schedule of Fair Value of Warrants Using Black Scholes Option Pricing Model

At March 31, 2024 and December 31, 2023, the Company estimated the fair value of the warrants using the Black-Scholes option pricing model with the following assumptions:


	March 31, 2024			December 31, 2023
Underlying common stock value	$	0.26		$	0.92
Expected term (years)	4.04			4.29
Expected volatility	98		%	99		%
Risk free interest rate	4		%	4		%
Dividend yield	—		%	—		%

Retirement Plan	3 Months Ended
Retirement Plan	Mar. 31, 2024
Retirement Benefits [Abstract]
Retirement Plan	Retirement Plan Effective January 1, 2019, the Company sponsors a 401(k) plan that covers substantially all employees. In order to be eligible to participate, an employee must complete two consecutive months of service and work a minimum of two hundred fifty hours or work 1,000 hours in their first year of service. Employees may make pre-tax deferrals upon meeting the Plan eligibility requirements. Effective January 1, 2020, the Plan was transitioned to a safe harbor plan in which highly compensated employees are not eligible for matching contributions and non-highly compensated employees earn 100% match on first 3% contributed and 50% on the next 2% contributed. Total employer matching contributions were $4,126 and $2,191 for the three months ended March 31, 2024 and March 31, 2023, respectively.

- Definition

The entire disclosure for retirement benefits.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 70
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
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-URI https://asc.fasb.org//1943274/2147480794/715-70-50-1

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 715
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
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-URI https://asc.fasb.org//715/tableOfContent

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
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-URI https://asc.fasb.org//1943274/2147480506/715-20-50-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
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-Section 50
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-URI https://asc.fasb.org//1943274/2147480506/715-20-50-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
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-Name Accounting Standards Codification
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147480126/715-20-S99-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
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-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480266/715-60-50-3

+ Details

Summary of Significant Accounting Policies	3 Months Ended
Summary of Significant Accounting Policies	Mar. 31, 2024
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Summary of Significant Accounting Policies Basis of Accounting The financial statements of the Company are prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”). Unaudited Interim Financial Information The unaudited interim financial statements and related notes have been prepared in accordance with U.S. GAAP for interim financial information, within the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). Certain information and disclosures normally included in the annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. The unaudited interim financial statements have been prepared on a basis consistent with the audited financial statements and in the opinion of management, reflect all adjustments, consisting of only normal recurring adjustments, necessary for the fair presentation of the results for the interim periods presented and of the financial condition as of the date of the interim balance sheet. The financial data and the other information disclosed in these notes to the interim financial statements related to the three months are unaudited. Unaudited interim results are not necessarily indicative of the results for the full fiscal year. These unaudited interim financial statements should be read in conjunction with the financial statements of the Company for the year ended December 31, 2023, and notes thereto that are included in the Company’s Annual Report on Form 10-K, as filed with the SEC on March 15, 2024. Deferred Offering Costs The Company capitalized deferred offering costs, which primarily consisted of direct, incremental legal, professional, accounting, and other third-party fees relating to the Company’s initial public offering and follow-on offering. In June 2023 and February 2024, the Company consummated its IPO and follow-on offering, respectively and recorded such amounts against the gross proceeds of these offerings within the statements of stockholders’ equity during the periods ended March 31, 2024 and December 31, 2023. Leases In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-02, Leases (“Topic 842”). ASU 2016-02 requires lessees to present right-of-use (“ROU”) assets and lease liabilities on the balance sheet for all leases with terms longer than 12 months. See Note 2 – Recently Adopted Accounting Pronouncements. In calculating the effect of ASU 2016-02, the Company elected the transition method thereby not restating comparable periods. The Company elected to account for non-lease components as part of the lease component to which they relate. Lease accounting involves significant judgments, including making estimates related to the lease term, lease payments, and discount rate. In accordance with the guidance, the Company recognized ROU assets and lease liabilities for all leases with a term greater than 12 months. Leases are classified as either operating or financing leases based on the economic substance of the agreement. The Company has operating leases for buildings. Currently, the Company has 3 operating leases with a ROU asset and lease liability totaling $1,418,502 as of January 1, 2022. The basis, terms and conditions of the leases are determined by the individual agreements. The Company’s option to extend certain leases ranges from 36 – 52 months. All options to extend have been included in the calculation of the ROU asset and lease liability. The leases do not contain residual value guarantees, restrictions, or covenants that could incur additional financial obligations to the Company. There are no subleases, sale-leaseback, or related party transactions. At March 31, 2024, the Company had operating right-of-use assets with a net value of $750,363 and current and long-term operating lease liabilities of $310,929 and $456,315, respectively. In 2023, the Company entered into a lease for the use of certain equipment that is classified as a finance lease. The finance lease has a term of 36 months. At March 31, 2024, the Company had financing right-of-use assets with a net value of $36,132 and current and long-term operating lease liabilities of $14,954 and $22,296, respectively. Research and Development The Company accounts for research and development costs in accordance with Accounting Standards Codification (ASC) subtopic 730-10, Research and Development. Accordingly, internal research and development costs are expensed as incurred. Research and development costs consist of costs related to labor, materials and supplies. Research and development costs incurred were $1,472,970 and $829,035 during the three months ended March 31, 2024 and March 31, 2023, respectively. At March 31, 2024 and December 31, 2023, the Company has a state tax credit receivable of $86,778 for pending refunds related to the selling of research and development tax credits back to the State of Connecticut. At March 31, 2024 and December 31, 2023, the Company has $19,619 and $20,040, respectively for pending refunds related to Canadian Scientific Research and Experimental Development (SRED) credits. At March 31, 2024 and December 31, 2023, the Company has also recorded $19,119 and $11,565, respectively, related to refunds of Canadian Goods and Services Tax (GST) and Quebec Sales Tax (QST). Receipts of refunds are recorded in research and development on the statements of operations. Certain Risks and Uncertainties The Company’s activities are subject to significant risks and uncertainties including the risk of failure to secure additional funding to properly execute the Company’s business plan. The Company is subject to risks that are common to companies in the pharmaceutical industry, including, but not limited to, development by the Company or its competitors of new technological innovations, dependence on key personnel, reliance on third party manufacturers, protection of proprietary technology, and compliance with regulatory requirements. Recent Accounting Pronouncements Management does not believe that any other recently issued, but not yet effective, accounting standards could have a material effect on the accompanying financial statements. As new accounting pronouncements are issued, the Company will adopt those that are applicable under the circumstances.

Stock Options

3 Months Ended

Mar. 31, 2024

Fair Value Disclosures [Abstract]

Stock Options

In March 2023, the Company’s Board of Directors and stockholders approved the 2023 Stock Incentive Plan (“2023 Plan”). The 2023 Plan allows the Committee to grant up to 2,000,000 shares of Common Stock in the form of incentive and non-statutory stock options, restricted stock awards, restricted stock units, and other stock-based awards to employees, directors, and non-employees. As of March 31, 2024, options to purchase 40,000 shares of common stock had been granted and were outstanding under the 2023 Plan and 1,960,000 shares of common stock were available for grant under the plan.

During 2016, the Company established the Azitra Inc. 2016 Stock Incentive Plan ("2016 Plan") which provides for the grant up to 1,490,595 shares of Common Stock in the form of stock options and restricted shares to the Company’s employees, officers, directors, advisors and consultants. As of March 31, 2024, options to purchase 1,208,255 shares of common stock had been granted and 223,702 shares of common stock were available for grant under the 2016 Plan.

During the three months ended March 31, 2024 and March 31, 2023, the Company did not grant any equity awards under the 2016 or 2023 Plans. During the three months ended March 31, 2024 and March 31, 2023, the Company recognized stock compensation expense of $34,171 and $38,794, respectively, relating to the issuance of service-based stock options. At March 31, 2024, there was $292,268 of unamortized compensation expense that will be amortized over the remaining vesting period. At March 31, 2024 and 2023, there were 13,120 performance-based options outstanding with a fair value of $109,551. During the three months ended March 31, 2024 and March 31, 2023, the Company did not recognize any compensation expense for performance-based options. The Company determined the options qualified as plain vanilla under the provisions of SAB 107 and the simplified method was used to estimate the expected option life.

The following table summarizes information about options outstanding and exercisable at March 31, 2024:


		Options Outstanding				Options Exercisable
Exercise Price		Number of Options at March 31, 2024	Weighted Average Remaining Contractual Life	Weighted Average Exercise Price		Number of Options at March 31, 2024	Weighted Average Remaining Contractual Life	Weighted Average Exercise Price

$	0.48	206,137	1.8 years	$	0.48	206,137	1.8 years	$	0.48
$	0.93	202,040	1.8 years	$	0.93	202,036	1.8 years	$	0.93
$	1.70	800,078	7.0 years	$	1.70	598,452	6.8 years	$	1.70
$	2.07	40,000	9.4 years	$	2.07	6,667	9.4 years	$	2.07
		1,248,255				1,013,292

Total stock option activity for the three months ended March 31, 2024, is summarized as follows:


	Shares	Weighted Average Exercise Price
Outstanding at December 31, 2023	1,288,255	$	1.37
Granted	—	—
Exercised	(40,000)	0.48
Forfeited	—	—
Outstanding at March 31, 2024	1,248,255	$	1.39

- Definition

The entire disclosure for a company's election to apply the fair value option for measurement and reporting of eligible financial assets and liabilities (as defined), as well as certain other eligible items (as defined) included in the statement of financial position, whether such option is elected for a single eligible item or a group of similar eligible items and is in addition to other disclosures concerning fair value which the company may be required to provide. Such disclosure might be expected to include: (1) for items included in the statement of financial position: (a) the reasons for electing a fair value option for each eligible item or group of similar eligible items; (b) if the fair value option is elected for some but not all eligible items within a group of similar eligible items: (i) a description of those similar items and the reasons for partial election and (ii) information of how the group of similar items relates to individual balance sheet line items; (c) for each line item in the statement of financial position that includes an item or items for which the fair value option has been elected: (i) information of how each line item in the statement of financial position relates to major categories of assets and liabilities presented in accordance with other fair value disclosures and (ii) the aggregate carrying amount of ineligible items included in each line item in the balance sheet, if any; (d) the difference between the aggregate fair value and the aggregate unpaid principal balance (assuming contractual principal amounts and fair value option elected) of: (i) loans and long-term receivables (other than securities otherwise reported at fair value) and (ii) long-term debt instruments; (e) for loans held as assets for which the fair value option has been elected: (i) the aggregate fair value of loans that are 90 days or more past due, (ii) if the policy is to recognize interest income separately from other changes in fair value, the aggregate fair value of loans in nonaccrual status, and (iii) the difference between the aggregate fair value and the aggregate unpaid principal balance for loans that are 90 days or more past due, in nonaccrual status, or both; (f) for investments that would have been accounted for under the equity method if the entity had not chosen to apply the fair value option, the information required for such investments, if material either individually or in the aggregate; (2) for items included in the income statement: (a) the amounts of gains and losses from fair value changes included in earnings and in which line in the income statement those gains and losses are reported whether or not combined with gains and losses from items required to be accounted for at fair value; (b) a description of how interest and dividends are measured and where they are reported in the income statement; (c) for loans and other receivables held as assets: (i) the estimated amount of gains or losses included in earnings attributable to changes in instrument-specific credit risk and (ii) how the gains or losses attributable to changes in instrument-specific credit risk were determined; (d) for liabilities with fair values that have been significantly affected during the reporting period by changes in the instrument-specific credit risk: (i) the estimated amount of gains and losses from fair value changes included in earnings that are attributable to changes in the instrument-specific credit risk, (ii) qualitative information about the reasons for those changes, and (iii) how the gains and losses attributable to changes in instrument-specific credit risk were determined; and (3) certain other disclosures as required or determined to be provided.

+ References + Details

Subsequent Events	3 Months Ended
Subsequent Events	Mar. 31, 2024
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events The Company has evaluated events subsequent to the balance sheet date through May 9, 2024, the date these condensed financial statements are issued.

Retirement Plan (Details)	3 Months Ended
Retirement Plan (Details)	Mar. 31, 2024 USD ($) hour	Mar. 31, 2023 USD ($)
Defined Contribution Plan Disclosure [Line Items]
Consecutive months of service required	2 months
Minimum work hours	250
Minimum work hours in their first year of service	1,000
Percent of match on first three percent	100.00%
Employer matching contribution, percent of employees' gross pay	3.00%
Percent of match on next two percent	0.50
Employer matching contribution, additional percent of employees' gross pay	0.02
Employer matching contributions \| $	$ 4,126	$ 2,191

Accrued Expenses

3 Months Ended

Mar. 31, 2024

Payables and Accruals [Abstract]

Accrued Expenses

Accrued expenses consisted of the following at:


	March 31, 2024		December 31, 2023
Accrued expenses:
Employee payroll and bonuses	$	131,861	$	207,556
Vacation	44,485		31,074
Research and development projects	75,033		85,767

Professional fees	94,802		35,624
Other	2,749		23,647
Total accrued expenses	$	348,930	$	383,668

The Company accrues expenses related to development activities performed by third parties based on an evaluation of services received and efforts expended pursuant to the terms of the contractual arrangements. Payments under some of these contracts depend on research and non-clinical trial milestones. There may be instances in which payments made to the Company’s vendors will exceed the level of services provided and result in a prepayment of expense. In accruing service fees, the Company estimates the period over which services will be performed and the level of effort to be expended in each period. If the actual timing of the performance of services or the level of effort varies from the estimate, the Company will adjust the accrual or prepaid expense accordingly. The Company has not experienced any material differences between accrued costs and actual costs incurred since its inception.

Stock Options - Narrative (Details) - USD ($)	1 Months Ended	3 Months Ended		12 Months Ended
Stock Options - Narrative (Details) - USD ($)	Mar. 31, 2023	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2016
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock compensation expense		$ 34,171	$ 38,794
Performance Shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Unamortized compensation expense		$ 292,268
Number of performance-based options outstanding (in shares)		13,120	13,120
Fair value of stock options		$ 109,551	$ 109,551
Common Stock
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock options granted (in shares)		0
2023 Stock Incentive Plan \| Common Stock
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock options granted (in shares)	2,000,000	40,000
Stock options available for grants (in shares)		1,960,000
2016 Stock Incentive Plan \| Common Stock
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock options granted (in shares)		1,208,255		1,490,595
Stock options available for grants (in shares)		223,702

Concentration of Credit Risk (Details)	Mar. 31, 2024 USD ($)
Risks and Uncertainties [Abstract]
FDIC insurance limit	$ 250,000

Intangible Assets - Narrative (Details) - USD ($)	3 Months Ended
Intangible Assets - Narrative (Details) - USD ($)	Mar. 31, 2024	Mar. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization of Intangible Assets	$ 2,511	$ 1,597

Stock Options - Schedule of Stock Option Activity (Details)	3 Months Ended
	Mar. 31, 2024 $ / shares shares
Shares
Outstanding, beginning balance (in shares) \| shares	1,288,255
Exercised (in shares) \| shares	(40,000)
Forfeited (in shares) \| shares	0
Outstanding, ending balance (in shares) \| shares	1,248,255
Weighted Average Exercise Price
Outstanding, beginning balance (in dollars per share)	$ 1.37
Granted (in dollars per share)	0
Exercised (in dollars per share)	0.48
Forfeited (in dollars per share)	0
Outstanding, ending balance (in dollars per share)	$ 1.39

Stock Options (Tables)

3 Months Ended

Mar. 31, 2024

Fair Value Disclosures [Abstract]

Schedule of Options Outstanding and Exercisable

The following table summarizes information about options outstanding and exercisable at March 31, 2024:


		Options Outstanding				Options Exercisable
Exercise Price		Number of Options at March 31, 2024	Weighted Average Remaining Contractual Life	Weighted Average Exercise Price		Number of Options at March 31, 2024	Weighted Average Remaining Contractual Life	Weighted Average Exercise Price

$	0.48	206,137	1.8 years	$	0.48	206,137	1.8 years	$	0.48
$	0.93	202,040	1.8 years	$	0.93	202,036	1.8 years	$	0.93
$	1.70	800,078	7.0 years	$	1.70	598,452	6.8 years	$	1.70
$	2.07	40,000	9.4 years	$	2.07	6,667	9.4 years	$	2.07
		1,248,255				1,013,292

Schedule of Stock Option Activity

Total stock option activity for the three months ended March 31, 2024, is summarized as follows:


	Shares	Weighted Average Exercise Price
Outstanding at December 31, 2023	1,288,255	$	1.37
Granted	—	—
Exercised	(40,000)	0.48
Forfeited	—	—
Outstanding at March 31, 2024	1,248,255	$	1.39

Summary of Significant Accounting Policies (Policies)	3 Months Ended
Summary of Significant Accounting Policies (Policies)	Mar. 31, 2024
Accounting Policies [Abstract]
Basis of Accounting	Basis of Accounting The financial statements of the Company are prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”).
Unaudited Interim Financial Information	Unaudited Interim Financial Information The unaudited interim financial statements and related notes have been prepared in accordance with U.S. GAAP for interim financial information, within the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). Certain information and disclosures normally included in the annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. The unaudited interim financial statements have been prepared on a basis consistent with the audited financial statements and in the opinion of management, reflect all adjustments, consisting of only normal recurring adjustments, necessary for the fair presentation of the results for the interim periods presented and of the financial condition as of the date of the interim balance sheet. The financial data and the other information disclosed in these notes to the interim financial statements related to the three months are unaudited. Unaudited interim results are not necessarily indicative of the results for the full fiscal year. These unaudited interim financial statements should be read in conjunction with the financial statements of the Company for the year ended December 31, 2023, and notes thereto that are included in the Company’s Annual Report on Form 10-K, as filed with the SEC on March 15, 2024.
Deferred Offering Costs	Deferred Offering Costs The Company capitalized deferred offering costs, which primarily consisted of direct, incremental legal, professional, accounting, and other third-party fees relating to the Company’s initial public offering and follow-on offering. In June 2023 and February 2024, the Company consummated its IPO and follow-on offering, respectively and recorded such amounts against the gross proceeds of these offerings within the statements of stockholders’ equity during the periods ended March 31, 2024 and December 31, 2023.
Leases	Leases In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-02, Leases (“Topic 842”). ASU 2016-02 requires lessees to present right-of-use (“ROU”) assets and lease liabilities on the balance sheet for all leases with terms longer than 12 months. See Note 2 – Recently Adopted Accounting Pronouncements. In calculating the effect of ASU 2016-02, the Company elected the transition method thereby not restating comparable periods. The Company elected to account for non-lease components as part of the lease component to which they relate. Lease accounting involves significant judgments, including making estimates related to the lease term, lease payments, and discount rate. In accordance with the guidance, the Company recognized ROU assets and lease liabilities for all leases with a term greater than 12 months. Leases are classified as either operating or financing leases based on the economic substance of the agreement. The Company has operating leases for buildings. Currently, the Company has 3 operating leases with a ROU asset and lease liability totaling $1,418,502 as of January 1, 2022. The basis, terms and conditions of the leases are determined by the individual agreements. The Company’s option to extend certain leases ranges from 36 – 52 months. All options to extend have been included in the calculation of the ROU asset and lease liability. The leases do not contain residual value guarantees, restrictions, or covenants that could incur additional financial obligations to the Company. There are no subleases, sale-leaseback, or related party transactions. At March 31, 2024, the Company had operating right-of-use assets with a net value of $750,363 and current and long-term operating lease liabilities of $310,929 and $456,315, respectively. In 2023, the Company entered into a lease for the use of certain equipment that is classified as a finance lease. The finance lease has a term of 36 months. At March 31, 2024, the Company had financing right-of-use assets with a net value of $36,132 and current and long-term operating lease liabilities of $14,954 and $22,296, respectively.
Research and Development	Research and Development The Company accounts for research and development costs in accordance with Accounting Standards Codification (ASC) subtopic 730-10, Research and Development. Accordingly, internal research and development costs are expensed as incurred. Research and development costs consist of costs related to labor, materials and supplies. Research and development costs incurred were $1,472,970 and $829,035 during the three months ended March 31, 2024 and March 31, 2023, respectively. At March 31, 2024 and December 31, 2023, the Company has a state tax credit receivable of $86,778 for pending refunds related to the selling of research and development tax credits back to the State of Connecticut. At March 31, 2024 and December 31, 2023, the Company has $19,619 and $20,040, respectively for pending refunds related to Canadian Scientific Research and Experimental Development (SRED) credits. At March 31, 2024 and December 31, 2023, the Company has also recorded $19,119 and $11,565, respectively, related to refunds of Canadian Goods and Services Tax (GST) and Quebec Sales Tax (QST). Receipts of refunds are recorded in research and development on the statements of operations.
Certain Risks and Uncertainties	Certain Risks and Uncertainties The Company’s activities are subject to significant risks and uncertainties including the risk of failure to secure additional funding to properly execute the Company’s business plan. The Company is subject to risks that are common to companies in the pharmaceutical industry, including, but not limited to, development by the Company or its competitors of new technological innovations, dependence on key personnel, reliance on third party manufacturers, protection of proprietary technology, and compliance with regulatory requirements.
Recent Accounting Pronouncements	Recent Accounting Pronouncements Management does not believe that any other recently issued, but not yet effective, accounting standards could have a material effect on the accompanying financial statements. As new accounting pronouncements are issued, the Company will adopt those that are applicable under the circumstances.

Concentration of Credit Risk	3 Months Ended
Concentration of Credit Risk	Mar. 31, 2024
Risks and Uncertainties [Abstract]
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to credit risk consist principally of cash and accounts receivable. For the three months ended March 31, 2023, all service revenue was from one customer. The cash balance identified in the balance sheet is held in an account with a financial institution and insured by the Federal Deposit Insurance Corporation (FDIC) up to $250,000. At times, cash maintained on deposit may be in excess of FDIC limits.

Convertible Debt	3 Months Ended
Convertible Debt	Mar. 31, 2024
Debt Disclosure [Abstract]
Convertible Debt	Convertible Debt Effective January 5, 2021, the Company entered into a Note Purchase Agreement to issue up to $2,000,000 of convertible promissory notes. On the same date, the Company entered into a convertible promissory note (2021 Convertible Note) with one investor for $1,000,000. The 2021 Convertible Note bears interest at a rate of 6% per annum and is due and payable in full on January 5, 2023. The 2021 Convertible Note automatically converts upon a qualified equity financing, as defined in the note agreement to the number of shares equal to all principal and accrued interest divided by the conversion price of $48.00, which is subject to adjustment as defined in the note agreement. The 2021 Convertible Note is also optionally convertible as defined in the note agreement for certain non-qualified financing, a change in control, or upon the maturity date of the 2021 Convertible Note. The Company incurred issuance costs of $15,613 related to the 2021 Convertible Note, which has been recorded as a debt discount and will be amortized over the term of the 2021 Convertible Note. In September 2022, the Company entered into a Convertible Note Purchase Agreement (the Agreement) to issue up to $4,500,000 convertible promissory notes. On the same day, the Company entered into convertible promissory notes (2022 Convertible Notes) with three investors totaling $4,350,000. The 2022 Convertible Notes mature on January 13, 2023 or the occurrence of an Event of Default (as defined) and bear interest at a rate of 8% per annum which shall accrue but is not due and payable until conversion or full repayment of outstanding principal. The principal and interest outstanding under the 2022 Convertible Notes is automatically converted a) upon the closing of a Qualified Financing resulting in gross proceeds to the Company of at least $20 million into securities issued in connection with the Qualified Financing, at a discount of 30% per share; b) upon the closing of a Change of Control event into shares of capital stock of the Company or Series B preferred stock; and c) upon the closing of a Public Company Event, into shares of capital stock being issued to investors equal to two-times (2x) the amount of the outstanding principal and accrued interest then outstanding divided by the public offering price per share. The principal and interest outstanding under the 2022 Convertible Notes is convertible, at the option of the holders, at the maturity date into a new class of Company’s Preferred Stock (Series C Preferred) equal to the quotient of the outstanding principal amount plus interest divided by the Capped Price, which is defined as the price per share equal to the Valuation Cap of $30 million divided by the Company Capitalization, as defined in the Agreement. In January 2023, the Company elected to convert the 2021 Convertible Note, including interest accrued but not yet paid of $124,759 at a conversion price of $48.00 into 23,432 shares of its Series B Preferred Stock in accordance with the terms outlined in the Note Purchase Agreement. In February 2023, the 2022 Convertible Notes were amended to extend the maturity date to March 31, 2023 and to change the conversion price upon a Qualified Financing or Change in Control event to $30 million divided by the number of shares of the Company’s common stock issued and outstanding, on a fully diluted basis, immediately prior to the close of the Qualified Financing or Change in Control event. During April and June 2023, the 2022 Convertible Notes were further amended to extend the maturity date to September 30, 2023 and allow for the sale of additional notes of $500,000 for a total aggregate principal of $4,850,000. Effective June 21, 2023, the 2022 Convertible Notes were converted to 1,846,020 shares of the Company’s common stock equal to $9,494,887. During the three months ended March 31, 2023, the Company recorded a change in the fair value of $800,000. Interest expense was $0 and $89,832 during the three months ended March 31, 2024 and March 31, 2023, respectively.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 470
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//470/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

+ Details

Warrants - Narrative (Details) - USD ($)	12 Months Ended
Warrants - Narrative (Details) - USD ($)	Dec. 31, 2018	Mar. 31, 2024	Dec. 31, 2023
Class of Warrant or Right [Line Items]
Exercise price of warrants (in dollars per share)	$ 0.48
Warrants outstanding, term	10 years
Underwriter
Class of Warrant or Right [Line Items]
Warrants outstanding, term		10 years
Over-Allotment Option \| Underwriter
Class of Warrant or Right [Line Items]
Warrants issued to underwriters (in shares)		666,680	60,000
Common Stock
Class of Warrant or Right [Line Items]
Convertible debt, warrants issued (in shares)	6,745
Warrant
Class of Warrant or Right [Line Items]
Fair value of warrants		$ 7,298	$ 35,453

Organization and Nature of Operations (Details)		1 Months Ended		3 Months Ended
Organization and Nature of Operations (Details)	May 17, 2023 $ / shares	Feb. 29, 2024 USD ($) shares	Jun. 30, 2023 USD ($) $ / shares shares	Mar. 31, 2024 USD ($) $ / shares	Mar. 31, 2023 USD ($)	Dec. 31, 2023 USD ($) $ / shares	May 16, 2023 $ / shares
Property, Plant and Equipment [Line Items]
Proceeds from initial public offering				$ 4,290,674	$ 0
Stock split conversion ratio	7.1			7.1
Common stock, par value per share (in dollars per share) \| $ / shares	$ 0.0001			$ 0.0001		$ 0.0001	$ 0.01
Accumulated deficit				$ 51,531,208		$ 48,598,333
Loss from operations				2,961,497	1,558,747
Net cash used in operating activities				3,020,922	$ 1,304,348
Working capital				$ 2,300,000
IPO
Property, Plant and Equipment [Line Items]
Shares issued in connection with public offering (in shares) \| shares			1,500,000
Sale of stock, price per share (in dollars per share) \| $ / shares			$ 5.00
Proceeds from initial public offering			$ 6,000,000
Follow-On Public Offering
Property, Plant and Equipment [Line Items]
Shares issued in connection with public offering (in shares) \| shares		16,667,000
Sale of stock, price per share (in dollars per share) \| $ / shares			$ 0.30
Net proceeds from follow-on public offering		$ 4,300,000

Organization and Nature of Operations	3 Months Ended
Organization and Nature of Operations	Mar. 31, 2024
Accounting Policies [Abstract]
Organization and Nature of Operations	Organization and Nature of Operations Azitra, Inc. was founded on January 2, 2014. It is a synthetic biology company focused on screening and genetically engineering microbes of the skin. The mission is to discover and develop novel therapeutics to create a new paradigm for treating skin disease. The Company’s discovery platform is screened for naturally occurring bacterial cells with beneficial effects. These microbes are then genomically sequenced and engineered to make cellular therapies, recombinant therapeutic proteins, peptides and small molecules for precision treatment of dermatology diseases. On May 17, 2023, the Company changed its name to from “Azitra Inc” to “Azitra, Inc.” The Company maintains a location in Montreal, Canada for certain research activities. The Company also opened a manufacturing and laboratory space in Groton, Connecticut during 2021. Forward Stock Split, Change in Par Value, and Initial and Follow-on Public Offerings In June 2023, the Company completed its initial public offering (IPO) in which it issued and sold 1,500,000 shares of its common stock at a price to the public of $5.00 per share. The shares began trading on the NYSE American on June 16, 2023 under the symbol “AZTR”. The net proceeds received by the Company from the offering were $6.0 million, after deducting underwriting discounts, commissions and other offering expenses. Immediately prior to the effectiveness of the Company’s registration statement, the Company effected a 7.1-for-1 forward stock split of its issued and outstanding shares of common stock (the Forward Stock Split). On May 17, 2023, the Company changed the par value of its capital stock from $0.01 to $0.0001. Accordingly, all share and per share amounts for all periods presented in the accompanying unaudited consolidated financial statements and notes thereto have been adjusted retroactively, where applicable, to reflect the effect of the Forward Stock Split. Refer to Note 7 for additional details relating to the Forward Stock Split. In February 2024, the Company completed a follow-on public offering in which it issued and sold 16,667,000 shares of its common stock at a price to the public of $0.30 per share. The net proceeds received by the Company from the follow-on public offering were $4.3 million, after deducting underwriting discounts, commissions and other offering expenses. Going Concern Matters The unaudited condensed financial statements have been prepared on the going concern basis, which assumes that the Company will continue in operation for the foreseeable future and which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, management has identified the following conditions and events that created an uncertainty about the ability of the Company to continue as a going concern. As of and for the three months ended March 31, 2024, the Company has an accumulated deficit of $51.5 million, a loss from operations of $3.0 million, used $3.0 million to fund operations and had approximately $2.3 million of working capital. These factors among others raise substantial doubt about the Company’s ability to continue as a going concern. The Company will require a significant amount of additional funds to complete the development of its product and to fund additional losses which the Company expects to incur over the next few years. The Company is still in its pre-commercialization phase and therefore does not yet have product revenue. Management plans to continue to raise funds through equity and debt financing to fund operating and working capital needs, however, there can be no assurance that the Company will be successful in securing additional financing, if needed, to meet its operating needs. These conditions and events create substantial doubt about the ability of the Company to continue as a going concern for twelve months from the date that the financial statements are available to be issued. The financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.

Intangible Assets

3 Months Ended

Mar. 31, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets

Intangible assets consisted of the following at:

March 31, 2024:


	Estimated Useful Life	Gross Amount		Accumulated Amortization		Impairment		Net Amount
Trademarks	Indefinite	$	57,652	$	—	$	—	$	57,652
Patents	17 years	175,741		18,294		—		157,447

Intangible assets		$	233,393	$	18,294	$	—	$	215,099

December 31, 2023:


	Estimated Useful Life	Gross Amount		Accumulated Amortization		Impairment		Net Amount
Trademarks	Indefinite	$	57,474	$	—	$	—	$	57,474
Patents	17 years	169,190		15,783		—		153,407

Intangible assets		$	226,664	$	15,783	$	—	$	210,881

During the three months ended March 31, 2024 and March 31, 2023, amortization expense related to intangible assets was $2,511 and $1,597, respectively.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) (Parenthetical)	3 Months Ended
	Mar. 31, 2024 USD ($)
Statement of Stockholders' Equity [Abstract]
Stock issuance costs	$ 709,426

Intangible Assets (Tables)

3 Months Ended

Mar. 31, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Intangible Assets

Intangible assets consisted of the following at:

March 31, 2024:


	Estimated Useful Life	Gross Amount		Accumulated Amortization		Impairment		Net Amount
Trademarks	Indefinite	$	57,652	$	—	$	—	$	57,652
Patents	17 years	175,741		18,294		—		157,447

Intangible assets		$	233,393	$	18,294	$	—	$	215,099

December 31, 2023:


	Estimated Useful Life	Gross Amount		Accumulated Amortization		Impairment		Net Amount
Trademarks	Indefinite	$	57,474	$	—	$	—	$	57,474
Patents	17 years	169,190		15,783		—		153,407

Intangible assets		$	226,664	$	15,783	$	—	$	210,881

Accrued Expenses (Tables)

3 Months Ended

Mar. 31, 2024

Payables and Accruals [Abstract]

Schedule of Accrued Expenses

Accrued expenses consisted of the following at:


	March 31, 2024		December 31, 2023
Accrued expenses:
Employee payroll and bonuses	$	131,861	$	207,556
Vacation	44,485		31,074
Research and development projects	75,033		85,767

Professional fees	94,802		35,624
Other	2,749		23,647
Total accrued expenses	$	348,930	$	383,668

Property and Equipment - Narrative (Details) - USD ($)	3 Months Ended
Property and Equipment - Narrative (Details) - USD ($)	Mar. 31, 2024	Mar. 31, 2023
Property, Plant and Equipment [Abstract]
Depreciation	$ 29,935	$ 30,552

Accrued Expenses - Schedule of Accrued Expenses (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Payables and Accruals [Abstract]
Employee payroll and bonuses	$ 131,861	$ 207,556
Vacation	44,485	31,074
Research and development projects	75,033	85,767
Professional fees	94,802	35,624
Other	2,749	23,647
Total accrued expenses	$ 348,930	$ 383,668

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) (UNAUDITED) - USD ($)	Total	Common Stock	Additional Paid-in-Capital	Accumulated Deficit	Series A Convertible Preferred Stock	Series A-1 Convertible Preferred Stock	Series B Convertible Preferred Stock
Convertible preferred stock, beginning balance (in shares) at Dec. 31, 2022					205,385	380,657	391,303
Convertible preferred stock, beginning balance at Dec. 31, 2022					$ 3,272,944	$ 14,100,533	$ 16,321,065
Increase (Decrease) in Temporary Equity [Roll Forward]
Issuance of Series B Convertible Preferred Stock (in shares)							23,432
Issuance of Series B Convertible Preferred Stock							$ 1,124,759
Convertible preferred stock, ending balance (in shares) at Mar. 31, 2023					205,385	380,657	414,735
Convertible preferred stock, beginning balance at Mar. 31, 2023					$ 3,272,944	$ 14,100,533	$ 17,445,824
Beginning balance (in shares) at Dec. 31, 2022		1,043,991
Beginning balance at Dec. 31, 2022	$ (36,260,310)	$ 104	$ 1,054,138	$ (37,314,552)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation	38,794		38,794
Net loss	(2,457,180)			(2,457,180)
Ending balance (in shares) at Mar. 31, 2023		1,043,991
Ending balance at Mar. 31, 2023	(38,678,696)	$ 104	1,092,932	(39,771,732)
Convertible preferred stock, beginning balance (in shares) at Dec. 31, 2023					0	0	0
Convertible preferred stock, beginning balance at Dec. 31, 2023					$ 0	$ 0	$ 0
Convertible preferred stock, ending balance (in shares) at Mar. 31, 2024					0	0	0
Convertible preferred stock, beginning balance at Mar. 31, 2024					$ 0	$ 0	$ 0
Beginning balance (in shares) at Dec. 31, 2023		12,097,643
Beginning balance at Dec. 31, 2023	2,913,146	$ 1,210	51,510,269	(48,598,333)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Follow-on public offering, net of issuance costs (in shares)		16,667,000
Follow-on public offering, net of issuance costs of $709,426	4,290,674	$ 1,666	4,289,008
Stock-based compensation	$ 34,171		34,171
Exercises of stock options (in shares)	40,000	40,000
Exercise of stock options	$ 19,100	$ 4	19,096
Net loss	(2,932,875)			(2,932,875)
Ending balance (in shares) at Mar. 31, 2024		28,804,643
Ending balance at Mar. 31, 2024	$ 4,324,216	$ 2,880	$ 55,852,544	$ (51,531,208)

Net Loss Per Share (Tables)

3 Months Ended

Mar. 31, 2024

Earnings Per Share [Abstract]

Schedule of Numerator for Basic and Diluted Weighted Average Common Stock Outstanding

The denominator is as follows for the three months ended March 31, 2024 and March 31, 2023,:


	Three Months Ended
	2024	2023
Weighted average common stock outstanding, basic and diluted	20,182,346	1,043,988
$0.01 warrants	—	11,467
Total	20,182,346	1,055,455

Schedule of Calculation of Diluted Net Loss Per Share


	March 31,
	2024	2023
Options to purchase shares of common stock	1,248,255	1,290,318
Warrants outstanding	990,416	263,736
Total	2,238,671	1,554,054

Fair Value Measurements

3 Months Ended

Mar. 31, 2024

Fair Value Disclosures [Abstract]

Fair Value Measurements

The following tables summarize the fair values and levels within the fair value hierarchy in which the fair value measurements fall for assets and liabilities measured on a recurring basis as of:

March 31, 2024


Description	Level 1		Level 2		Level 3		Total

Liabilities
Common stock warrants	$	—	$	—	$	7,298	$	7,298
Total	$	—	$	—	$	7,298	$	7,298

December 31, 2023


Description	Level 1		Level 2		Level 3		Total

Liabilities
Common stock warrants	$	—	$	—	$	35,453	$	35,453

Total	$	—	$	—	$	35,453	$	35,453

The following table presents the changes in Level 3 instruments measured on a recurring basis for the period ended March 31, 2024:


Balance at December 31, 2023	$	35,453
Changes in fair value of warrants	(28,155)

Balance at March 31, 2024	$	7,298

At March 31, 2024 and December 31, 2023, the Company estimated the fair value of the warrants using the Black-Scholes option pricing model with the following assumptions:


	March 31, 2024			December 31, 2023
Underlying common stock value	$	0.26		$	0.92
Expected term (years)	4.04			4.29
Expected volatility	98		%	99		%
Risk free interest rate	4		%	4		%
Dividend yield	—		%	—		%

Fluctuation in the fair value of the Company’s Common stock is the primary driver for the change in the common stock warrant liability valuation during each year. As the fair value of the Common stock increases the value to the holder of the instrument generally increases.

Prior to their redemption, fluctuations in the various inputs, including the enterprise value, time to liquidity, volatility, and discount rate are the primary drivers for the changes in valuation of the 2022 Convertible Notes each reporting period. As the fair value of the enterprise value, estimated time to liquidity, volatility, and discount rate increase, the value to the holder of the 2022 Convertible Notes generally increases.

Warrants - Schedule of Warrants Outstanding (Details) - $ / shares	3 Months Ended
	Mar. 31, 2024	Dec. 31, 2018
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Exercise price (in dollars per share)		$ 0.48
Warrant
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of Warrants Outstanding (in shares)	990,416
Weighted Average Exercise Price, Warrants Outstanding (in dollars per share)	$ 1.80
Number of Warrants Exercisable (in shares)	990,416
Weighted Average Exercise Price, Warrants Exercisable (in dollars per share)	$ 1.80
2018
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Exercise price (in dollars per share)	$ 0.48
2018 \| Warrant
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of Warrants Outstanding (in shares)	47,890
Warrants Outstanding, Weighted Average Remaining Contractual Life	4 years
Weighted Average Exercise Price, Warrants Outstanding (in dollars per share)	$ 0.48
Number of Warrants Exercisable (in shares)	47,890
Weighted Average Remaining Contractual Life, Warrants Exercisable	4 years
Weighted Average Exercise Price, Warrants Exercisable (in dollars per share)	$ 0.48
2019
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Exercise price (in dollars per share)	$ 5.28
2019 \| Warrant
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of Warrants Outstanding (in shares)	215,846
Warrants Outstanding, Weighted Average Remaining Contractual Life	1 year 10 months 24 days
Weighted Average Exercise Price, Warrants Outstanding (in dollars per share)	$ 5.28
Number of Warrants Exercisable (in shares)	215,846
Weighted Average Remaining Contractual Life, Warrants Exercisable	1 year 10 months 24 days
Weighted Average Exercise Price, Warrants Exercisable (in dollars per share)	$ 5.28
2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Exercise price (in dollars per share)	$ 6.25
2023 \| Warrant
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of Warrants Outstanding (in shares)	60,000
Warrants Outstanding, Weighted Average Remaining Contractual Life	4 years 2 months 12 days
Weighted Average Exercise Price, Warrants Outstanding (in dollars per share)	$ 6.25
Number of Warrants Exercisable (in shares)	60,000
Weighted Average Remaining Contractual Life, Warrants Exercisable	4 years 2 months 12 days
Weighted Average Exercise Price, Warrants Exercisable (in dollars per share)	$ 6.25
2024
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Exercise price (in dollars per share)	$ 0.38
2024 \| Warrant
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of Warrants Outstanding (in shares)	666,680
Warrants Outstanding, Weighted Average Remaining Contractual Life	4 years 10 months 24 days
Weighted Average Exercise Price, Warrants Outstanding (in dollars per share)	$ 0.38
Number of Warrants Exercisable (in shares)	666,680
Weighted Average Remaining Contractual Life, Warrants Exercisable	4 years 10 months 24 days
Weighted Average Exercise Price, Warrants Exercisable (in dollars per share)	$ 0.38

Property and Equipment

3 Months Ended

Mar. 31, 2024

Property, Plant and Equipment [Abstract]

Property and Equipment

Property and equipment consisted of the following at March 31, 2024 and December 31, 2023:


	March 31, 2024		December 31, 2023
Laboratory equipment	$	1,007,932	$	1,013,134
Computers and office equipment	30,825		30,825
Furniture and fixtures	24,316		24,316
Leasehold improvements	28,855		28,855
Building equipment	14,932		14,932
Total property and equipment	1,106,860		1,112,062
Less accumulated depreciation & amortization	(430,477)		(401,987)
Total property, plant, and equipment, net	$	676,383	$	710,075

Depreciation expense was $29,935 and $30,552 for the three months ended March 31, 2024 and March 31, 2023, respectively.

Property and Equipment (Tables)

3 Months Ended

Mar. 31, 2024

Property, Plant and Equipment [Abstract]

Schedule of Property And Equipment

Property and equipment consisted of the following at March 31, 2024 and December 31, 2023:


	March 31, 2024		December 31, 2023
Laboratory equipment	$	1,007,932	$	1,013,134
Computers and office equipment	30,825		30,825
Furniture and fixtures	24,316		24,316
Leasehold improvements	28,855		28,855
Building equipment	14,932		14,932
Total property and equipment	1,106,860		1,112,062
Less accumulated depreciation & amortization	(430,477)		(401,987)
Total property, plant, and equipment, net	$	676,383	$	710,075

Cover - shares	3 Months Ended
Cover - shares	Mar. 31, 2024	May 09, 2024
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2024
Document Transition Report	false
Entity File Number	001-41705
Entity Registrant Name	Azitra, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	46-4478536
Entity Address, Address Line One	21 Business Park Drive
Entity Address, City or Town	Branford
Entity Address, State or Province	CT
Entity Address, Postal Zip Code	06405
City Area Code	(203)
Local Phone Number	646-6446
Title of 12(b) Security	Common stock: Par value $0.0001
Trading Symbol	AZTR
Security Exchange Name	NYSEAMER
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		28,804,643
Document Fiscal Period Focus	Q1
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
Amendment Flag	false
Entity Central Index Key	0001701478

Fair Value Measurements - Schedule of Fair Value of Warrants Using Black Scholes Option Pricing Model (Details) - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Fair Value Disclosures [Abstract]
Underlying common stock value (in dollars per share)	$ 0.26	$ 0.92
Expected term (years)	4 years 14 days	4 years 3 months 14 days
Expected volatility	98.00%	99.00%
Risk free interest rate	4.00%	4.00%
Dividend yield	0.00%	0.00%

Net Loss Per Share - Schedule of Numerator for Basic and Diluted Weighted Average Common Stock Outstanding (Details) - shares	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Weighted average common stock outstanding, basic (in shares)	20,182,346	1,055,455
Weighted average common stock outstanding, diluted (in shares)	20,182,346	1,055,455
Common Stock
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Weighted average common stock outstanding, basic (in shares)	20,182,346	1,043,988
Weighted average common stock outstanding, diluted (in shares)	20,182,346	1,043,988
Warrant
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Weighted average common stock outstanding, basic (in shares)	0	11,467
Weighted average common stock outstanding, diluted (in shares)	0	11,467

Commitments and Contingencies - Schedule of Future Minimum Payments Under Non-cancelable Operating Leases (Details)	Mar. 31, 2024 USD ($)
Commitments and Contingencies Disclosure [Abstract]
2024 (Remaining 9 months)	$ 253,710
2025	278,842
2026	203,982
2027	75,399
2028	0
Thereafter	0
Total future undiscounted lease payments	811,933
Less interest	(44,689)
Present value of minimum lease payments	$ 767,244

Fair Value Measurements - Schedule of Changes in Level 3 Instruments Measured on a Recurring Basis (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Changes in fair value of warrants	$ (28,155)	$ (5,621)
Level 3
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	35,453
Changes in fair value of warrants	(28,155)
Ending balance	$ 7,298

Stock Options - Schedule of Options Outstanding and Exercisable (Details) - $ / shares	3 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Number of Options Outstanding (in shares)	1,248,255	1,288,255
Number of Options Exercisable (in shares)	1,013,292
Exercise Price $0.48
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Options Outstanding, Weighted Average Exercise Price (in dollars per share)	$ 0.48
Number of Options Outstanding (in shares)	206,137
Options Outstanding, Weighted Average Remaining Contractual Life	1 year 9 months 18 days
Number of Options Exercisable (in shares)	206,137
Options Exercisable, Weighted Average Remaining Contractual Life	1 year 9 months 18 days
Options Exercisable, Weighted Average Exercise Price (in dollars per share)	$ 0.48
Exercise Price $0.93
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Options Outstanding, Weighted Average Exercise Price (in dollars per share)	$ 0.93
Number of Options Outstanding (in shares)	202,040
Options Outstanding, Weighted Average Remaining Contractual Life	1 year 9 months 18 days
Number of Options Exercisable (in shares)	202,036
Options Exercisable, Weighted Average Remaining Contractual Life	1 year 9 months 18 days
Options Exercisable, Weighted Average Exercise Price (in dollars per share)	$ 0.93
Exercise Price $1.70
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Options Outstanding, Weighted Average Exercise Price (in dollars per share)	$ 1.70
Number of Options Outstanding (in shares)	800,078
Options Outstanding, Weighted Average Remaining Contractual Life	7 years
Number of Options Exercisable (in shares)	598,452
Options Exercisable, Weighted Average Remaining Contractual Life	6 years 9 months 18 days
Options Exercisable, Weighted Average Exercise Price (in dollars per share)	$ 1.70
Exercise Price $2.07
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Options Outstanding, Weighted Average Exercise Price (in dollars per share)	$ 2.07
Number of Options Outstanding (in shares)	40,000
Options Outstanding, Weighted Average Remaining Contractual Life	9 years 4 months 24 days
Number of Options Exercisable (in shares)	6,667
Options Exercisable, Weighted Average Remaining Contractual Life	9 years 4 months 24 days
Options Exercisable, Weighted Average Exercise Price (in dollars per share)	$ 2.07

Property and Equipment - Schedule of Property And Equipment (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 1,106,860	$ 1,112,062
Less accumulated depreciation & amortization	(430,477)	(401,987)
Total property, plant, and equipment, net	676,383	710,075
Laboratory equipment
Property, Plant and Equipment [Line Items]
Total property and equipment	1,007,932	1,013,134
Computers and office equipment
Property, Plant and Equipment [Line Items]
Total property and equipment	30,825	30,825
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Total property and equipment	24,316	24,316
Leasehold improvements
Property, Plant and Equipment [Line Items]
Total property and equipment	28,855	28,855
Building equipment
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 14,932	$ 14,932

Net Loss Per Share - Schedule of Calculation of Diluted Net Loss Per Share (Details) - shares	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Common stock equivalents excluded from calculation of diluted net loss per share because including them would have had an anti-dilutive effect (in shares)	2,238,671	1,554,054
Options to purchase shares of common stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Common stock equivalents excluded from calculation of diluted net loss per share because including them would have had an anti-dilutive effect (in shares)	1,248,255	1,290,318
Warrants outstanding
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Common stock equivalents excluded from calculation of diluted net loss per share because including them would have had an anti-dilutive effect (in shares)	990,416	263,736

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 3,001,158	$ 1,795,989
Tax credits receivable	125,516	118,383
Income tax receivable	14,235	6,836
Deferred offering costs	0	67,859
Prepaid expenses	383,131	448,257
Total current assets	3,525,897	2,535,579
Property and equipment, net	676,383	710,075
Financing lease right-of-use asset	36,132	40,002
Operating lease right-of-use asset	750,363	828,960
Intangible assets, net	215,099	210,881
Deferred patent costs	816,578	742,229
Other assets	47,541	47,760
Total assets	6,067,993	5,115,486
Current liabilities:
Accounts payable	583,055	897,272
Current financing lease liability	14,954	14,600
Current operating lease liability	310,929	307,655
Accrued expenses	348,930	383,668
Total current liabilities	1,257,868	1,603,195
Long-term financing lease liability	22,296	26,169
Long-term operating lease liability	456,315	537,523
Warrant liability	7,298	35,453
Total liabilities	1,743,777	2,202,340
Commitments and contingencies (Note 12)
Stockholders' equity
Common stock; $0.0001 par value, $100,000,000 shares authorized at March 31, 2024 and December 31, 2023, $28,804,643 and $12,097,643 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively	2,880	1,210
Additional paid-in capital	55,852,544	51,510,269
Accumulated deficit	(51,531,208)	(48,598,333)
Total stockholders' equity	4,324,216	2,913,146
Total liabilities, preferred stock, and stockholders' equity	6,067,993	5,115,486
Nonrelated Party
Current assets:
Accounts receivable	1,857	8,255
Related Party
Current assets:
Accounts receivable	0	90,000
Series A Convertible Preferred Stock
Preferred stock:
Convertible preferred stock	0	0
Series A-1 Convertible Preferred Stock
Preferred stock:
Convertible preferred stock	0	0
Series B Convertible Preferred Stock
Preferred stock:
Convertible preferred stock	$ 0	$ 0