0001701478-24-000012 | 10-Q | XBRL Viewer

Warrants

9 Months Ended

Sep. 30, 2024

The Company issued warrants to purchase 1,596 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 $14.40 per share and a term of 10 years. The warrants are marked to market each reporting period. The fair value was $457 and $35,453 at September 30, 2024 and December 31, 2023, respectively.

The Company issued 2,000 warrants to its underwriters as part of our initial public offering in fiscal 2023. In fiscal 2024, the Company issued an additional 22,223 warrants in February, and 266,600 warrants in July to its underwriters as part of our follow-on offerings in fiscal 2024. The underwriter warrants have a term of 5 years.

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

Additionally, the Company issued 13,330,000 Class A Warrants to shareholders who participated in the Company's July 2024 follow-on public offering. The Class A Warrants had an initial exercise price of $1.50 per share of Common Stock, however on August 24, 2024 the exercise price was reset to $0.7043. See, Note 7. The number of shares of Common Stock issuable upon exercise of the Class A Warrants were not proportionately adjusted in connection with the reset of the exercise price.

The Class A Warrants are exercisable upon issuance and expire five years from the date of issuance. The Class A Warrants contain ownership limitations pursuant to which a holder does not have the right to exercise any portion of their warrants if it would result in the holder (together with its affiliates) beneficially owning more than 4.99% (or, at the election of the holder, 9.99%) of the Company’s outstanding Common Stock. The Class A Warrants are issued pursuant to a Warrant Agent Agreement dated July 25, 2024 (“Warrant Agent Agreement”) between the Company and VStock Transfer LLC, as warrant agent.

In connection with the July 2024 follow-on public offering, the Company evaluated the Class A Warrants and determined they met the criteria for liability classification as they met the criteria in ASC 815 - Derivatives and Hedging due to the reset provision. The Class A Warrants had an initial fair value of $12.1 million. The gross proceeds of $10.0 million from the July 2024 follow-on public offering was allocated to the Class A Warrants resulting in a loss on issuance of common stock of approximately $2.1 million recorded in Other income (expenses). Upon the reset of the Class A Warrant exercise price, the Class A Warrants no longer met the criteria for liability classification pursuant to ASC 815; at which time the Company recorded a gain in Other income (expenses) - Change in fair value of Class A warrants of $4.0 million, and reclassified $(1.9) million to equity representing the difference between the change in the fair value, and the loss upon issuance of our common stock.

The Class A Warrants were valued utilizing a probability weighted scenario method with a Monte Carlo simulation model and Black-Scholes Model. The significant assumptions in the Monte Carlo simulation model include a stay public assumption of 90%, and a fundamental transaction assumption of 10%. The significant assumptions utilized in estimating the fair value of the Class A Warrants at issuance include (i) a per share price of common stock range of $1.14 - $1.40; (ii) a dividend yield of 0%; (iii) a risk-free rate range of 4.13% - 4.14%; (iv) expected volatility of 119%; (v) projected stock price and volume weighted average price as of the Reset Date of $1.14; (vi) a strike price range of $1.50 - $1.40; and (vii) expected term range of 5.00 - 4.92.

The following table summarizes information about warrants outstanding at September 30, 2024:


			Warrants Outstanding				Warrant Exercisable
Year Granted	Exercise Price		Number of Warrants at 09/30/2024	Weighted Average Remaining Contractual Life	Weighted Average Exercise Price		Number of Warrants at 09/30/2024	Weighted Average Remaining Contractual Life	Weighted Average Exercise Price

2018	$	14.40	1,596	3.5 years	$	14.40	1,596	3.5 years	$	14.40
2019	$	158.40	7,195	1.4 years	$	158.40	7,195	1.4 years	$	158.40
2023	$	187.50	2,000	3.7 years	$	187.50	2,000	3.7 years	$	187.50
2024	$	11.40	22,223	4.4 years	$	11.40	22,223	4.4 years	$	11.40
2024	$	0.70	13,329,000	4.8 years	$	0.70	13,329,000	4.8 years	$	0.70
2024	$	1.88	266,600	4.8 years	$	—	—	0 years	$	—
			13,628,614		$	0.85	—		$	0.83

Summary of Significant Accounting Policies (Policies)	9 Months Ended
Summary of Significant Accounting Policies (Policies)	Sep. 30, 2024
Accounting Policies [Abstract]
Reclassification	Reclassification Certain prior period amounts and disclosures have been reclassified to conform to the current period’s financial presentation.
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 condensed 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 interim unaudited condensed 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 unaudited condensed financial statements related to the three months and nine months ended are unaudited. Unaudited interim results are not necessarily indicative of the results for the full fiscal year. These interim unaudited condensed 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 offerings. In June 2023 the Company consummated its IPO. In February and July 2024, the Company consummated its follow-on offerings. The Company recorded these amounts against the gross proceeds of these offerings within the statements of stockholders’ equity during the periods ended September 30, 2024, March 31, 2024 and December 31, 2023. In July 2024, the Company also filed a Form S-3 Registration Statement and recorded deferred issuance costs as a long-term asset and will reclass a portion of these costs against gross proceeds upon such time the proceeds are raised.
Deferred Patent Costs	Deferred Patent Costs Deferred patent costs represent legal and filing expenses incurred related to the submission of patent applications for patents pending approval. These deferred costs will be reclassed to intangible assets and begin to be amortized over their estimated useful lives upon the formal approval of the patent. If the patent is not issued, the costs associated with the patent will be expensed in the year the patent was rejected. Deferred patent costs are reviewed for impairment at each reporting period. The costs associated with any impairment are expensed in the period the deferred patent costs are determined to be impaired.
Leases	Leases 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. 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 September 30, 2024, the Company had operating right-of-use assets with a net value of $606,033 and current and long-term operating lease liabilities of $276,839 and $336,556, 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 September 30, 2024, the Company had financing right-of-use assets with a net value of $28,392 and current and long-term operating lease liabilities of $15,687 and $14,266, 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 $1,015,807 and $3,607,329 during the three and nine months ended September 30, 2024, respectively. At September 30, 2024 and December 31, 2023, the Company has a state tax credit receivable of $0 and 86,778 for pending refunds related to the selling of research and development tax credits back to the State of Connecticut. At September 30, 2024 and December 31, 2023, the Company has $0 and $20,040, respectively for pending refunds related to Canadian Scientific Research and Experimental Development (SRED) credits. At September 30, 2024 and December 31, 2023, the Company has also recorded $9,923 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.

Commitments and Contingencies - Schedule of Future Minimum Payments Under Finance Leases (Details)	Sep. 30, 2024 USD ($)
Commitments and Contingencies Disclosure [Abstract]
2024 (Remaining 3 months)	$ 4,435
2025	17,001
2026	11,090
2027	0
Thereafter	0
Total future undiscounted lease payments	32,526
Less interest	(2,573)
Present value of minimum lease payments	$ 29,953

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) (unaudited) (Parenthetical) - USD ($)	3 Months Ended
	Sep. 30, 2024	Mar. 31, 2024	Jun. 30, 2023
Statement of Stockholders' Equity [Abstract]
Stock issuance costs	$ 933,960	$ 709,426	$ 1,508,641

Concentration of Credit Risk	9 Months Ended
Concentration of Credit Risk	Sep. 30, 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 and nine months ended September 30, 2024 and 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.

Retirement Plan (Details)	3 Months Ended		9 Months Ended
Retirement Plan (Details)	Sep. 30, 2024 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2024 USD ($) hour	Sep. 30, 2023 USD ($)
Retirement Benefits [Abstract]
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 \| $	$ 3,381	$ 2,809	$ 11,029	$ 7,633

Summary of Significant Accounting Policies (Details)		3 Months Ended		9 Months Ended
Summary of Significant Accounting Policies (Details)	Jan. 01, 2022 USD ($) lease	Sep. 30, 2024 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2024 USD ($)	Sep. 30, 2023 USD ($)	Dec. 31, 2023 USD ($)
Property, Plant and Equipment [Line Items]
Forgiveness of accounts payable				$ 0	$ 56,285
Impairment expenses		$ 442,793	$ 351,360	442,793	351,360
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		606,033		606,033		$ 828,960
Current operating lease liability		276,839		276,839		307,655
Long-term operating lease liability		336,556		336,556		$ 537,523
Lessee, finance lease, renewal term						36 months
Financing right-of-use assets, net value		28,392		28,392		$ 40,002
Finance lease liability current		15,687		15,687		14,600
Long term finance lease liability		14,266		14,266		26,169
Research and development		1,015,807	$ 548,524	3,607,329	$ 2,132,510
State tax credit receivable		0		0		86,778
Deferred tax assets, tax credit carryforwards, research		0		0		20,040
Deferred tax assets, tax credit carryforwards, other		$ 9,923		$ 9,923		$ 11,565
Minimum
Property, Plant and Equipment [Line Items]
Lessee, operating lease, remaining lease term		36 months		36 months
Maximum
Property, Plant and Equipment [Line Items]
Lessee, operating lease, remaining lease term		52 months		52 months

Net Loss Per Share

9 Months Ended

Sep. 30, 2024

Earnings Per Share [Abstract]

Net Loss Per Share

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

The denominator for each respective period is as follows:


	Three Months Ended		Nine Months Ended
	2024	2023	2024	2023
Weighted average common stock outstanding, basic and diluted	5,814,350	403,255	2,494,577	172,464
$0.01 warrants	—	—	—	239
Total	5,814,350	403,255	2,494,577	172,704

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:


	September 30,
	2024	2023
Options to purchase shares of common stock	41,608	42,942
Warrants outstanding	13,628,614	10,791
Total	13,670,222	53,733

Stockholders’ Equity (Details)				1 Months Ended			9 Months Ended
Stockholders’ Equity (Details)	Jul. 25, 2024 USD ($) $ / shares shares	Jul. 01, 2024	May 17, 2023 $ / shares shares	Jul. 31, 2024 $ / shares shares	Feb. 29, 2024 $ / shares shares	Jun. 30, 2023 $ / shares shares	Sep. 30, 2024 vote $ / shares shares	Aug. 31, 2024 $ / shares	Aug. 24, 2024 $ / shares	Dec. 31, 2023 $ / shares shares	May 16, 2023 $ / shares	Dec. 31, 2018 $ / shares
Class of Stock [Line Items]
Stock split conversion ratio		0.0333	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) \| shares			100,000,000				100,000,000			100,000,000
Sale of stock, price per share (in dollars per share) \| $ / shares	$ 1.50
Exercise price of warrants (in dollars per share) \| $ / shares												$ 14.40
Warrants outstanding, term												10 years
Placement agent fee, percentage of gross offering proceeds	0.07
Placement agent fee \| $	$ 809,825
Common stockholders, number of votes \| vote							1
Common stock reserved for future issuance (in shares) \| shares							13,670,222
Preferred stock, shares authorized (in shares) \| shares							10,000,000			10,000,000
Preferred stock, par value (in dollars per share) \| $ / shares							$ 0.0001			$ 0.0001
Class A Warrant
Class of Stock [Line Items]
Warrants issued to underwriters (in shares) \| shares	13,330,000			13,330,000
Exercise price of warrants (in dollars per share) \| $ / shares	$ 1.50			$ 1.50				$ 0.7043
Warrants outstanding, term	5 years
Reset price, number of days following issuance	30 days			30 days
Warrant reset price, percentage of volume weighted average price	1
Class of warrant or right, volume weighted average price, number of trading days	5 days
Reset price, floor (in dollars per share) \| $ / shares	$ 0.32
Warrant reset price, floor, percentage of closing stock price	0.20
Reset price (in dollars per share) \| $ / shares									$ 0.7043
Placement Agent Warrants
Class of Stock [Line Items]
Warrants issued to underwriters (in shares) \| shares	266,600
Exercise price of warrants (in dollars per share) \| $ / shares	$ 1.875
Follow-On Public Offering
Class of Stock [Line Items]
Shares issued in connection with public offering (in shares) \| shares	6,665,000			6,665,000	555,567
Sale of stock, price per share (in dollars per share) \| $ / shares				$ 1.50	$ 9.00
Gross proceeds from follow-on public offering \| $	$ 10,000,000
IPO
Class of Stock [Line Items]
Shares issued in connection with public offering (in shares) \| shares						50,000
Sale of stock, price per share (in dollars per share) \| $ / shares						$ 150.00
Series A Preferred Stock \| IPO
Class of Stock [Line Items]
Convertible preferred stock, shares issued upon conversion (in shares) \| shares						48,608
Series A-1 Convertible Preferred Stock \| IPO
Class of Stock [Line Items]
Convertible preferred stock, shares issued upon conversion (in shares) \| shares						98,828
Series B Preferred Stock \| IPO
Class of Stock [Line Items]
Convertible preferred stock, shares issued upon conversion (in shares) \| shares						109,485

Stockholders’ Equity	9 Months Ended
Stockholders’ Equity	Sep. 30, 2024
Equity [Abstract]
Stockholders’ Equity	Stockholders’ Equity On May 17, 2023, the Company effected a 7.1-for-1 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. In lieu of any fractional shares issued as a result of the split 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. On July 1, 2024, the Company effected a 30-for-1 Reverse Stock Split of its issued and outstanding shares of common stock and began trading on a split-adjusted basis the same day. There was no change to the par value of the common stock. In lieu of any fractional shares issued as a result of the split 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 Reverse Stock Split for all periods presented unless otherwise noted. Shares of common stock underlying outstanding stock-based awards and other equity instruments were proportionately decreased and the respective per share value and exercise prices, if applicable, were proportionately increased in accordance with the terms of the agreements governing such securities. On July 25, 2024, the Company completed a follow-on offering of an aggregate of 6,665,000 shares of its common stock and Class A warrants to purchase 13,330,000 shares of common stock, at a combined public offering price of $1.50. The Class A warrant had an initial exercise price of $1.50 per share, are exercisable immediately upon issuance, and will expire on the fifth anniversary of the original issuance date. However, if on the date that was 30 calendar days immediately following the date of issuance of the Class A Warrants, or August 24, 2024 (the “Reset Date”), the Reset Price, as defined below, was less than the exercise price at such time, the exercise price would be decreased to the Reset Price. “Reset Price” is defined as 100% of the trailing five-day VWAP immediately preceding the Reset Date, provided, that in no event would the Reset Price be less than $0.32 (subject to adjustment for reverse and forward stock splits, recapitalizations and similar transactions), which represented 20% of the most recent closing price for the Common Stock at the time of execution of the placement agent agreement with respect to the offering. The Reset Price of the Class A Warrants as calculated on the Reset Date was $0.7043 The number of shares of Common Stock issuable upon exercise of the Class A Warrants has not been proportionately adjusted due to the reset of the exercise price. In consideration for Maxim Group LLC serving as the placement agent of the offering (the “Placement Agent”), the Company paid the Placement Agent a cash fee equal to 7% of the aggregate gross proceeds of the Offering and reimbursed the Placement Agent for certain expenses and legal fees for a total of $809,825. The Company also issued warrants to designees of the Placement Agent (the “Placement Agent Warrants”) exercisable for an aggregate of 266,600 shares of Common Stock (the “Placement Agent Warrant Shares”). The Placement Agent Warrants have substantially the same terms as the Class A Warrants, except that the Placement Agent Warrants have an exercise price equal to $1.875 per share (125% of the $1.50 offering price of the Common Share and accompanying Class A Warrants), have an initial exercise date of January 23, 2025 and expire on July 23, 2029. The gross proceeds from the offering, before deducting the placement agent’s fees and other offering expenses, were approximately $10.0 million. Common Stock At September 30, 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. The Company currently has 13,670,222 shares of common stock reserved for future issuance for the potential exercise of stock options and warrants outstanding at September 30, 2024. Preferred Stock At September 30, 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 then outstanding preferred stock converted to common stock, resulting in the issuance of shares of common stock in exchange for outstanding Series A (48,608 shares), Series A-1 (98,828 shares), and Series B Preferred Stock (109,485 shares), 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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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-18

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-18

+ Details

Commitments and Contingencies - Schedule of Future Minimum Payments Under Non-cancelable Operating Leases (Details)	Sep. 30, 2024 USD ($)
Commitments and Contingencies Disclosure [Abstract]
2024 (Remaining 3 months)	$ 73,307
2025	281,259
2026	199,713
2027	89,146
2028	0
Thereafter	0
Total future undiscounted lease payments	643,425
Less interest	(30,030)
Present value of minimum lease payments	$ 613,395

Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 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:

September 30, 2024


Description	Level 1		Level 2		Level 3		Total

Liabilities
Common stock warrants	$	—	$	—	$	457	$	457
Total	$	—	$	—	$	457	$	457

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 September 30, 2024:


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

Balance at March 31, 2024	$	7,298
Changes in fair value of warrants	(4,372)


Balance at June 30, 2024	$	2,926
Changes in fair value of warrants	(2,469)
Balance at September 30, 2024	$	457

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

At September 30, 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:


	September 30, 2024			December 31, 2023
Underlying common stock value	$	0.54		$	27.60
Expected term (years)	3.54			4.29
Expected volatility	156		%	99		%
Risk free interest rate	4		%	4		%
Dividend yield	—		%	—		%

- Definition

Tabular disclosure of the fair value measurement of assets using significant unobservable inputs (Level 3), a reconciliation of the beginning and ending balances, separately presenting changes during the period attributable to the following: (1) total gains or losses for the period (realized and unrealized), segregating those gains or losses included in earnings (or changes in net assets) and gains or losses recognized in other comprehensive income (loss), and a description of where those gains or losses included in earnings (or changes in net assets) are reported in the statement of income (or activities); (2) purchases, sales, issues, and settlements (each type disclosed separately); and (3) transfers in and transfers out of Level 3 (for example, transfers due to changes in the observability of significant inputs), by class of asset.

+ References + Details

Accrued Expenses (Tables)

9 Months Ended

Sep. 30, 2024

Payables and Accruals [Abstract]

Schedule of Accrued Expenses

Accrued expenses consisted of the following at:


	September 30, 2024		December 31, 2023
Employee payroll and bonuses	$	318,619	$	207,556
Vacation	71,361		31,074
Research and development projects	46,474		85,767

Professional fees	48,550		35,624
Other	1,977		23,647
Total accrued expenses	$	486,981	$	383,668

Summary of Significant Accounting Policies	9 Months Ended
Summary of Significant Accounting Policies	Sep. 30, 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 condensed 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 interim unaudited condensed 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 unaudited condensed financial statements related to the three months and nine months ended are unaudited. Unaudited interim results are not necessarily indicative of the results for the full fiscal year. These interim unaudited condensed 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. Revision of Prior Period Financial Statements During the quarter ended September 30, 2024, the Company identified an immaterial error in the Statements of Operations for the periods ended September 30, 2023, and December 31, 2023 relating to a misclassification between Other income (expense) and Research and development expenses resulting from the forgiveness of accounts payable in the amount of $56,285. The Company determined the error was not material to any previously issued financial statements; however, the Company decided to revise the prior periods impacted. The prior period revisions had no impact on our previously reported net loss; however, the revision decreased our Research and development expenses and Total operating expenses, and increased our Other income (expense). 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 offerings. In June 2023 the Company consummated its IPO. In February and July 2024, the Company consummated its follow-on offerings. The Company recorded these amounts against the gross proceeds of these offerings within the statements of stockholders’ equity during the periods ended September 30, 2024, March 31, 2024 and December 31, 2023. In July 2024, the Company also filed a Form S-3 Registration Statement and recorded deferred issuance costs as a long-term asset and will reclass a portion of these costs against gross proceeds upon such time the proceeds are raised. Deferred Patent Costs Deferred patent costs represent legal and filing expenses incurred related to the submission of patent applications for patents pending approval. These deferred costs will be reclassed to intangible assets and begin to be amortized over their estimated useful lives upon the formal approval of the patent. If the patent is not issued, the costs associated with the patent will be expensed in the year the patent was rejected. Deferred patent costs are reviewed for impairment at each reporting period. The costs associated with any impairment are expensed in the period the deferred patent costs are determined to be impaired. In connection with its review of the third quarter financial statements, the Company recorded impairment expenses of $442,793 during the three and nine months ended September 30, 2024, respectively. The Company recorded impairment expenses of $351,360 during the three and nine months ended September 30, 2023, respectively. Leases 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. 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 September 30, 2024, the Company had operating right-of-use assets with a net value of $606,033 and current and long-term operating lease liabilities of $276,839 and $336,556, 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 September 30, 2024, the Company had financing right-of-use assets with a net value of $28,392 and current and long-term operating lease liabilities of $15,687 and $14,266, 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 $1,015,807 and $3,607,329 during the three and nine months ended September 30, 2024, respectively. At September 30, 2024 and December 31, 2023, the Company has a state tax credit receivable of $0 and 86,778 for pending refunds related to the selling of research and development tax credits back to the State of Connecticut. At September 30, 2024 and December 31, 2023, the Company has $0 and $20,040, respectively for pending refunds related to Canadian Scientific Research and Experimental Development (SRED) credits. At September 30, 2024 and December 31, 2023, the Company has also recorded $9,923 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 - Narrative (Details) - USD ($)	1 Months Ended	3 Months Ended		9 Months Ended		12 Months Ended
Stock Options - Narrative (Details) - USD ($)	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2016
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock compensation expense		$ 143,534	$ 39,073	$ 211,875	$ 116,660
Performance Shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Unamortized compensation expense		$ 114,564		$ 114,564
Number of performance-based options outstanding (in shares)				0	3,105
Fair value of stock options				$ 0	$ 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)	66,667			1,333
Stock options available for grants (in shares)				65,334
2016 Stock Incentive Plan \| Common Stock
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock options granted (in shares)				40,275		49,687
Stock options available for grants (in shares)				7,457

Property and Equipment - Schedule of Property And Equipment (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 1,122,961	$ 1,112,062
Less accumulated depreciation & amortization	(484,854)	(401,987)
Total property and equipment, net	638,107	710,075
Laboratory equipment
Property, Plant and Equipment [Line Items]
Total property and equipment	1,024,033	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

Warrants - Narrative (Details)			1 Months Ended	3 Months Ended		9 Months Ended		12 Months Ended
Warrants - Narrative (Details)	Aug. 24, 2024 USD ($) $ / shares	Jul. 25, 2024 USD ($) $ / shares yr shares	Jul. 31, 2024 $ / shares shares	Sep. 30, 2024 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2024 USD ($)	Sep. 30, 2023 USD ($)	Dec. 31, 2018 $ / shares shares	Aug. 31, 2024 $ / shares	Feb. 29, 2024 shares	Dec. 31, 2023 USD ($) shares
Class of Warrant or Right [Line Items]
Exercise price of warrants (in dollars per share) \| $ / shares								$ 14.40
Warrants outstanding, term								10 years
Warrant liability \| $				$ 457		$ 457					$ 35,453
Loss on issuance of common stock \| $				2,132,800	$ 0	2,132,800	$ 0
Change in fair value of warrant liability \| $						$ (4,033,996)	$ (9,350)
Reclass of warrant liability \| $	$ (1,900,000)			$ (1,866,200)
Measurement Input, Expected Dividend Rate
Class of Warrant or Right [Line Items]
Derivative liability, measurement input		0
Measurement Input, Price Volatility
Class of Warrant or Right [Line Items]
Derivative liability, measurement input		1.19
Minimum \| Measurement Input, Share Price
Class of Warrant or Right [Line Items]
Derivative liability, measurement input \| $ / shares		1.14
Minimum \| Measurement Input, Risk Free Interest Rate
Class of Warrant or Right [Line Items]
Derivative liability, measurement input		0.0413
Minimum \| Measurement Input, Volume Weighted Average Price
Class of Warrant or Right [Line Items]
Derivative liability, measurement input \| $ / shares		1.14
Minimum \| Measurement Input, Strike Price
Class of Warrant or Right [Line Items]
Derivative liability, measurement input \| $ / shares		1.50
Minimum \| Measurement Input, Expected Term
Class of Warrant or Right [Line Items]
Derivative liability, measurement input \| yr		5.00
Maximum \| Measurement Input, Share Price
Class of Warrant or Right [Line Items]
Derivative liability, measurement input \| $ / shares		1.40
Maximum \| Measurement Input, Risk Free Interest Rate
Class of Warrant or Right [Line Items]
Derivative liability, measurement input		0.0414
Maximum \| Measurement Input, Strike Price
Class of Warrant or Right [Line Items]
Derivative liability, measurement input \| $ / shares		1.40
Maximum \| Measurement Input, Expected Term
Class of Warrant or Right [Line Items]
Derivative liability, measurement input \| yr		4.92
Class A Warrant
Class of Warrant or Right [Line Items]
Exercise price of warrants (in dollars per share) \| $ / shares		$ 1.50	$ 1.50						$ 0.7043
Warrants outstanding, term		5 years
Warrants issued to underwriters (in shares) \| shares		13,330,000	13,330,000
Reset price, number of days following issuance		30 days	30 days
Warrant reset price, percentage of volume weighted average price		1
Class of warrant or right, volume weighted average price, number of trading days		5 days
Reset price, floor (in dollars per share) \| $ / shares		$ 0.32
Warrant reset price, floor, percentage of closing stock price		0.20
Reset price (in dollars per share) \| $ / shares	$ 0.7043
Class of warrant or right, expiration term		5 years
Class of warrant or right, ownership limitation percentage		4.99%
Class of warrant or right, ownership limitation, election of the holder		9.99%
Warrant liability \| $		$ 12,100,000
Loss on issuance of common stock \| $		2,100,000
Change in fair value of warrant liability \| $	$ 4,000,000.0
Underwriter
Class of Warrant or Right [Line Items]
Warrants outstanding, term				5 years		5 years
Over-Allotment Option \| Underwriter
Class of Warrant or Right [Line Items]
Warrants issued to underwriters (in shares) \| shares			266,600							22,223	2,000
Follow-On Public Offering
Class of Warrant or Right [Line Items]
Gross proceeds from follow-on public offering \| $		$ 10,000,000
Common Stock
Class of Warrant or Right [Line Items]
Convertible debt, warrants issued (in shares) \| shares								1,596
Warrant
Class of Warrant or Right [Line Items]
Fair value of warrants \| $				$ 457		$ 457					$ 35,453

Warrants (Tables)

9 Months Ended

Sep. 30, 2024

Warrants [Abstract]

Schedule of Warrants Outstanding

The following table summarizes information about warrants outstanding at September 30, 2024:


			Warrants Outstanding				Warrant Exercisable
Year Granted	Exercise Price		Number of Warrants at 09/30/2024	Weighted Average Remaining Contractual Life	Weighted Average Exercise Price		Number of Warrants at 09/30/2024	Weighted Average Remaining Contractual Life	Weighted Average Exercise Price

2018	$	14.40	1,596	3.5 years	$	14.40	1,596	3.5 years	$	14.40
2019	$	158.40	7,195	1.4 years	$	158.40	7,195	1.4 years	$	158.40
2023	$	187.50	2,000	3.7 years	$	187.50	2,000	3.7 years	$	187.50
2024	$	11.40	22,223	4.4 years	$	11.40	22,223	4.4 years	$	11.40
2024	$	0.70	13,329,000	4.8 years	$	0.70	13,329,000	4.8 years	$	0.70
2024	$	1.88	266,600	4.8 years	$	—	—	0 years	$	—
			13,628,614		$	0.85	—		$	0.83

Accrued Expenses

9 Months Ended

Sep. 30, 2024

Payables and Accruals [Abstract]

Accrued Expenses

Accrued expenses consisted of the following at:


	September 30, 2024		December 31, 2023
Employee payroll and bonuses	$	318,619	$	207,556
Vacation	71,361		31,074
Research and development projects	46,474		85,767

Professional fees	48,550		35,624
Other	1,977		23,647
Total accrued expenses	$	486,981	$	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.

Net Loss Per Share (Tables)

9 Months Ended

Sep. 30, 2024

Earnings Per Share [Abstract]

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

The denominator for each respective period is as follows:


	Three Months Ended		Nine Months Ended
	2024	2023	2024	2023
Weighted average common stock outstanding, basic and diluted	5,814,350	403,255	2,494,577	172,464
$0.01 warrants	—	—	—	239
Total	5,814,350	403,255	2,494,577	172,704

Schedule of Calculation of Diluted Net Loss Per Share


	September 30,
	2024	2023
Options to purchase shares of common stock	41,608	42,942
Warrants outstanding	13,628,614	10,791
Total	13,670,222	53,733

Fair Value Measurements - Schedule of Changes in Level 3 Instruments Measured on a Recurring Basis (Details) - Warrant Liability - USD ($)	3 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	$ 2,926	$ 7,298	$ 35,453
Changes in fair value of warrants	(2,469)	(4,372)	(28,155)
Ending balance	$ 457	$ 2,926	$ 7,298

Related Parties	9 Months Ended
Related Parties	Sep. 30, 2024
Related Party Transactions [Abstract]
Related Parties	Related Parties Total related party revenue was $0 and $7,500 for the three and nine months ended September 30, 2024, respectively. Total related party revenue was $310,700 and $596,000 for the three and nine months ended September 30, 2023, respectively. Accounts receivable due from the related party was $0 and $90,000 at September 30, 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 on a basis unadjusted for a Forward Stock Split and a Reverse Stock Split, upon conversion of the promissory notes for principal and interest of $4,243,726. In July 2024, Bayer was no longer considered a related party as their holdings in the Company no longer exceeded 5% of the total outstanding common stock, and the amounts disclosed above are accordingly presented while they were considered a related party.

- 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
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-6

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(g)(3))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(c))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(e))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/850/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-6

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

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

+ Details

CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized (in shares)	10,000,000	10,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
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)	7,626,056	403,246
Common stock, shares outstanding (in shares)	7,626,056	403,246

Net Loss Per Share - Schedule of Calculation of Diluted Net Loss Per Share (Details) - shares	9 Months Ended
	Sep. 30, 2024	Sep. 30, 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)	13,670,222	53,733
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)	41,608	42,942
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)	13,628,614	10,791

CONDENSED STATEMENTS OF OPERATIONS (unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Income Statement [Abstract]
Revenue from Contract with Customer, Product and Service [Extensible Enumeration]	Service [Member]	Service [Member]	Service [Member]	Service [Member]
Service revenue - related party	$ 0	$ 310,700	$ 7,500	$ 596,000
Total revenue	0	310,700	7,500	596,000
Operating expenses:
General and administrative	1,913,400	1,755,908	4,951,155	3,443,559
Research and development	1,015,807	548,524	3,607,329	2,132,510
Total operating expenses	2,929,207	2,304,432	8,558,484	5,576,069
Loss from operations	(2,929,207)	(1,993,732)	(8,550,984)	(4,980,069)
Other income (expense):
Interest income	47,389	634	71,266	1,184
Interest expense	(3,851)	(710)	(6,548)	(166,729)
Change in fair value of convertible note	0	0	0	(3,630,100)
Change in fair value of warrant liability	4,001,469	98,061	4,033,996	9,450
Loss on issuance of common stock	(2,132,800)	0	(2,132,800)	0
Other income (expense)	7,509	(47,542)	10,711	(54,017)
Total other income (expense)	1,919,716	50,443	1,976,625	(3,840,212)
Loss before income taxes	(1,009,491)	(1,943,289)	(6,574,359)	(8,820,281)
Income tax expense	0	0	0	(9,715)
Net loss	(1,009,491)	(1,943,289)	(6,574,359)	(8,829,996)
Dividends on preferred stock	0	0	0	(1,355,347)
Net loss attributable to common shareholders	$ (1,009,491)	$ (1,943,289)	$ (6,574,359)	$ (10,185,343)
Net loss per share, basic (in dollars per share)	$ (0.17)	$ (4.82)	$ (2.64)	$ (58.98)
Net loss per share, diluted (in dollars per share)	$ (0.17)	$ (4.82)	$ (2.64)	$ (58.98)
Weighted average common stock outstanding, basic (in shares)	5,814,350	403,255	2,494,577	172,704
Weighted average common stock outstanding, diluted (in shares)	5,814,350	403,255	2,494,577	172,704

Fair Value Measurements - Schedule of Fair Value Measurements for Assets and Liabilities (Details) - Fair Value, Recurring - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total	$ 457	$ 35,453
Common stock warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total	457	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	457	35,453
Level 3 \| Common stock warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total	$ 457	$ 35,453

Commitments and Contingencies (Tables)

9 Months Ended

Sep. 30, 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 3 months)	$	73,307
2025	281,259
2026	199,713
2027	89,146
2028	—
Thereafter	—
Total future undiscounted lease payments	643,425
Less interest	(30,030)
Present value of minimum lease payments	$	613,395

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 September 30, 2024.


2024 (Remaining 3 months)	$	4,435
2025	17,001
2026	11,090
2027	—
Thereafter	—
Total future undiscounted lease payments	32,526
Less interest	(2,573)
Present value of minimum lease payments	$	29,953

Intangible Assets - Schedule of Intangible Assets (Details) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Finite-Lived Intangible Assets, Gross [Abstract]
Accumulated Amortization	$ 23,857	$ 15,783
Impairment	0	0
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Gross Amount	272,596	226,664
Accumulated Amortization	23,857	15,783
Impairment	0	0
Net Amount	248,739	210,881
Trademarks
Indefinite-Lived Intangible Assets (Excluding Goodwill) [Abstract]
Gross Amount	59,474	57,474
Impairment	0	0
Net Amount	$ 59,474	$ 57,474
Patents
Finite-Lived Intangible Assets, Gross [Abstract]
Estimated Useful Life	17 years	17 years
Gross Amount	$ 213,122	$ 169,190
Accumulated Amortization	23,857	15,783
Impairment	0	0
Net Amount	189,265	153,407
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Accumulated Amortization	23,857	15,783
Impairment	$ 0	$ 0

Net Loss Per Share - Schedule of Numerator for Basic and Diluted Weighted Average Common Stock Outstanding (Details) - $ / shares	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Warrants, par value (in dollars per share)	$ 0.01	$ 0.01	$ 0.01	$ 0.01
Weighted average common stock outstanding, basic (in shares)	5,814,350	403,255	2,494,577	172,704
Weighted average common stock outstanding, diluted (in shares)	5,814,350	403,255	2,494,577	172,704
Common Stock
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Weighted average common stock outstanding, basic (in shares)	5,814,350	403,255	2,494,577	172,464
Weighted average common stock outstanding, diluted (in shares)	5,814,350	403,255	2,494,577	172,464
Warrant
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Weighted average common stock outstanding, basic (in shares)	0	0	0	239
Weighted average common stock outstanding, diluted (in shares)	0	0	0	239

Cover - shares	9 Months Ended
Cover - shares	Sep. 30, 2024	Nov. 12, 2024
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 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		7,626,056
Document Fiscal Period Focus	Q3
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
Amendment Flag	false
Entity Central Index Key	0001701478

Retirement Plan	9 Months Ended
Retirement Plan	Sep. 30, 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 $3,381 and $11,029 for the three and nine months ended September 30, 2024, respectively. Total employer matching contributions were $2,809 and $7,633 for the three and nine months ended September 30, 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
-Publisher FASB
-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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-Name Accounting Standards Codification
-Section 55
-Paragraph 17
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480482/715-20-55-17

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1
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-URI https://asc.fasb.org/1943274/2147480506/715-20-50-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
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-Paragraph 1
-Subparagraph (d)(i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480506/715-20-50-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 1
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-URI https://asc.fasb.org/1943274/2147480506/715-20-50-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
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-Paragraph 1
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-URI https://asc.fasb.org/1943274/2147480506/715-20-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/715/tableOfContent

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

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

Reference 10: 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 12: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147480506/715-20-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Publisher FASB
-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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-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480266/715-60-50-3

+ Details

Stock Options

9 Months Ended

Sep. 30, 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 Compensation Committee to grant up to 66,667 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 September 30, 2024, options to purchase 1,333 shares of common stock had been granted and were outstanding under the 2023 Plan and 65,334 shares of common stock were available for grant under the plan. On October 3, 2024, the Company’s Board of Directors approved amendments to the 2023 Plan that, subject to stockholder approval, would (i) increase the number of shares of Common Stock that may be issued under the 2023 Plan by 1,144,401 shares and (ii) adopt an evergreen provision to the 2023 Plan providing for an automatic 5% annual increase in the shares of Common Stock available for issuance under the 2023 Plan over the next 10 years. Both amendments are subject to the approval of the Company’s stockholders and will be submitted for approval at the Company’s annual stockholder meeting to be held on November 20, 2024.

During 2016, the Company established the Azitra Inc. 2016 Stock Incentive Plan ("2016 Plan") which provides for the grant up to 49,687 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 September 30, 2024, options to purchase 40,275 shares of common stock had been granted and 7,457 shares of common stock were available for grant under the 2016 Plan.

During the three and nine months ended September 30, 2024 and 2023, the Company did not grant any equity awards under the 2016 or 2023 Plans. During the three and nine months ended September 30, 2024, the Company recognized stock compensation expense of $143,534 and $211,875, respectively, relating to the issuance of service-based and performance-based stock options. During the three and nine months ended September 30, 2023, the Company recognized stock compensation expense of $39,073 and $116,660, respectively, relating to the issuance of service-based stock options. At September 30, 2024, there was $114,564 of unamortized compensation expense that will be amortized over the remaining vesting period. At September 30, 2024 and 2023, there were 0 and 3,105 performance-based options outstanding, respectively with fair values of $0 and $109,551, respectively. During the three and nine months ended September 30, 2024, the Company recognized 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 September 30, 2024:


		Options Outstanding				Options Exercisable
Exercise Price		Number of Options at September 30, 2024	Weighted Average Remaining Contractual Life	Weighted Average Exercise Price		Number of Options at September 30, 2024	Weighted Average Remaining Contractual Life	Weighted Average Exercise Price

$	14.32	6,871	1.3 years	$	14.32	6,871	1.3 years	$	14.32
$	27.80	6,735	1.3 years	$	27.80	6,735	1.3 years	$	27.80
$	51.08	26,669	6.5 years	$	51.08	24,748	6.4 years	$	51.08
$	62.10	1,333	8.9 years	$	62.10	389	8.9 years	$	62.10
		41,608				38,743

Total stock option activity for the nine months ended September 30, 2024, is summarized as follows:


	Shares	Weighted Average Exercise Price
Outstanding at December 31, 2023	42,941	$	41.10
Granted	—	—
Exercised	(1,333)	14.32
Forfeited	—	—
Outstanding at September 30, 2024	41,608	$	41.60

- 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	9 Months Ended
Subsequent Events	Sep. 30, 2024
Subsequent Events [Abstract]
Subsequent Events	Subsequent EventsThe Company has evaluated events subsequent to the balance sheet date through November 12, 2024, the date these condensed financial statements are issued.

Related Parties (Details) - USD ($)	1 Months Ended	3 Months Ended			9 Months Ended
Related Parties (Details) - USD ($)	Sep. 30, 2022	Sep. 30, 2024	Sep. 30, 2023	Jun. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Related Party Transaction [Line Items]
Revenues		$ 0	$ 310,700		$ 7,500	$ 596,000
Stock issued during conversion				$ 9,495,072
Common Stock
Related Party Transaction [Line Items]
Stock issued during conversion (in shares)				61,534
Stock issued during conversion				$ 6
2022 Convertible Notes
Related Party Transaction [Line Items]
Debt instrument, aggregate principal	$ 4,350,000
Related Party
Related Party Transaction [Line Items]
Revenues		0	$ 310,700		7,500	$ 596,000
Accounts receivable		$ 0			$ 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

CONDENSED STATEMENTS OF CASH FLOWS (unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Cash flows from operating activities:
Net loss	$ (6,574,359)	$ (8,829,996)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	97,950	97,390
Amortization of debt discount	0
Amortization of right-of-use assets	234,537	219,658
Change in foreign currency rates on remeasurement of Canadian fixed assets	(14,199)	0
Accrued interest on convertible notes	0	165,939
Stock based compensation	211,875	116,661
Change in fair value of warrant liability	(4,033,996)	(9,350)
Loss on issuance of common stock	2,132,800	0
Change in fair value of convertible notes	0	3,630,100
Forgiveness of accounts payable	0	(56,285)
Loss on disposal of property and equipment	4,859	41,417
Impairment of intangible assets and deferred patent costs	442,793	351,360
Changes in operating assets and liabilities:
Accounts receivable	98,255	182,820
Prepaid expenses	83,584	(249,037)
Other assets	229	(39)
Tax credits receivable	108,460	29,141
Income tax receivable	6,836	0
Accounts payable and accrued expenses	(165,380)	(143,662)
Financing lease liability	0	0
Operating lease liability	(231,783)	(213,285)
Contract liabilities	0	(156,000)
Net cash used in operating activities	(7,597,539)	(4,823,168)
Cash flows from investing activities:
Purchases of property and equipment	(8,569)	(22,882)
Proceeds from sale of property and equipment	0	0
Deferred patent costs	(255,145)	(208,723)
Capitalization of licenses	0	(13,096)
Capitalization of patent and trademark costs	0	(13,573)
Net cash used in investing activities	(263,714)	(258,274)
Cash flows from financing activities
Proceeds from convertible notes, net of issuance costs	0	0
Payment of deferred issuance costs	(37,477)	0
Principal payments on finance leases	(10,816)	(2,246)
Proceeds from public offerings, net	13,354,691	5,991,359
Proceeds from exercise of stock options	19,100	0
Net cash provided by financing activities	13,325,498	5,989,113
Net change in cash and cash equivalents	5,464,245	907,671
Cash and cash equivalents at beginning of period	1,795,989	3,492,656
Cash and cash equivalents at end of period	7,260,234	4,400,327
Supplemental disclosure of non-cash investing and financing information:
Obtaining a right-of-use asset in exchange for financing lease liability	0	46,452
Conversion of note to common stock	0	9,495,152
Conversion of note to Series B Convertible Preferred Stock	$ 0	$ 1,124,759

Fair Value Measurements - Schedule of Fair Value of Warrants Using Black Scholes Option Pricing Model (Details) - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Fair Value Disclosures [Abstract]
Underlying common stock value (in dollars per share)	$ 0.54	$ 27.60
Expected term (years)	3 years 6 months 14 days	4 years 3 months 14 days
Expected volatility	156.00%	99.00%
Risk free interest rate	4.00%	4.00%
Dividend yield	0.00%	0.00%

Stock Options - Schedule of Options Outstanding and Exercisable (Details) - $ / shares	9 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Number of Options Outstanding (in shares)	41,608	42,941
Number of Options Exercisable (in shares)	38,743
Exercise Price $14.32
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Options Outstanding, Weighted Average Exercise Price (in dollars per share)	$ 14.32
Number of Options Outstanding (in shares)	6,871
Options Outstanding, Weighted Average Remaining Contractual Life	1 year 3 months 18 days
Number of Options Exercisable (in shares)	6,871
Options Exercisable, Weighted Average Remaining Contractual Life	1 year 3 months 18 days
Options Exercisable, Weighted Average Exercise Price (in dollars per share)	$ 14.32
Exercise Price $27.80
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Options Outstanding, Weighted Average Exercise Price (in dollars per share)	$ 27.80
Number of Options Outstanding (in shares)	6,735
Options Outstanding, Weighted Average Remaining Contractual Life	1 year 3 months 18 days
Number of Options Exercisable (in shares)	6,735
Options Exercisable, Weighted Average Remaining Contractual Life	1 year 3 months 18 days
Options Exercisable, Weighted Average Exercise Price (in dollars per share)	$ 27.80
Exercise Price $51.08
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Options Outstanding, Weighted Average Exercise Price (in dollars per share)	$ 51.08
Number of Options Outstanding (in shares)	26,669
Options Outstanding, Weighted Average Remaining Contractual Life	6 years 6 months
Number of Options Exercisable (in shares)	24,748
Options Exercisable, Weighted Average Remaining Contractual Life	6 years 4 months 24 days
Options Exercisable, Weighted Average Exercise Price (in dollars per share)	$ 51.08
Exercise Price $62.10
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Options Outstanding, Weighted Average Exercise Price (in dollars per share)	$ 62.10
Number of Options Outstanding (in shares)	1,333
Options Outstanding, Weighted Average Remaining Contractual Life	8 years 10 months 24 days
Number of Options Exercisable (in shares)	389
Options Exercisable, Weighted Average Remaining Contractual Life	8 years 10 months 24 days
Options Exercisable, Weighted Average Exercise Price (in dollars per share)	$ 62.10

Property and Equipment - Narrative (Details) - USD ($)	3 Months Ended		9 Months Ended
Property and Equipment - Narrative (Details) - USD ($)	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Property, Plant and Equipment [Abstract]
Depreciation	$ 30,007	$ 30,571	$ 89,877	$ 92,000
Loss on disposal of property and equipment	$ 4,859	$ 41,417	$ 4,859	$ 41,417

Organization and Nature of Operations (Details)				1 Months Ended			3 Months Ended		9 Months Ended
Organization and Nature of Operations (Details)	Jul. 25, 2024 $ / shares shares	Jul. 01, 2024	May 17, 2023 $ / shares	Jul. 31, 2024 USD ($) $ / shares shares	Feb. 29, 2024 USD ($) $ / shares shares	Jun. 30, 2023 USD ($) $ / shares shares	Sep. 30, 2024 USD ($) $ / shares	Sep. 30, 2023 USD ($)	Sep. 30, 2024 USD ($) $ / shares	Sep. 30, 2023 USD ($)	Aug. 31, 2024 $ / shares	Dec. 31, 2023 USD ($) $ / shares	May 16, 2023 $ / shares	Dec. 31, 2018 $ / shares
Property, Plant and Equipment [Line Items]
Sale of stock, price per share (in dollars per share) \| $ / shares	$ 1.50
Proceeds from initial public offering									$ 13,354,691	$ 5,991,359
Stock split conversion ratio		0.0333	7.1
Common stock, par value per share (in dollars per share) \| $ / shares			$ 0.0001				$ 0.0001		$ 0.0001			$ 0.0001	$ 0.01
Exercise price of warrants (in dollars per share) \| $ / shares														$ 14.40
Accumulated deficit							$ 55,172,692		$ 55,172,692			$ 48,597,163
Loss from operations							$ 2,929,207	$ 1,993,732	8,550,984	4,980,069
Net cash used in operating activities									7,597,539	$ 4,823,168
Working capital									$ 6,300,000
Class A Warrant
Property, Plant and Equipment [Line Items]
Warrants issued to underwriters (in shares) \| shares	13,330,000			13,330,000
Exercise price of warrants (in dollars per share) \| $ / shares	$ 1.50			$ 1.50							$ 0.7043
Reset price, number of days following issuance	30 days			30 days
IPO
Property, Plant and Equipment [Line Items]
Shares issued in connection with public offering (in shares) \| shares						50,000
Sale of stock, price per share (in dollars per share) \| $ / shares						$ 150.00
Proceeds from initial public offering						$ 6,000,000.0
Follow-On Public Offering
Property, Plant and Equipment [Line Items]
Shares issued in connection with public offering (in shares) \| shares	6,665,000			6,665,000	555,567
Sale of stock, price per share (in dollars per share) \| $ / shares				$ 1.50	$ 9.00
Net proceeds from follow-on public offering				$ 9,100,000	$ 4,300,000

CONDENSED BALANCE SHEETS - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 7,260,234	$ 1,795,989
Tax credits receivable	9,923	118,383
Income tax receivable	0	6,836
Deferred offering costs	0	67,859
Prepaid expenses	364,673	448,257
Total current assets	7,634,830	2,535,579
Property and equipment, net	638,107	710,075
Financing lease right-of-use asset	28,392	40,002
Operating lease right-of-use asset	606,033	828,960
Intangible assets, net	248,739	210,881
Deferred patent costs	536,390	742,229
Deferred issuance costs	37,477	0
Other assets	47,531	47,760
Total assets	9,777,499	5,115,486
Current liabilities:
Accounts payable	588,460	897,272
Current financing lease liability	15,687	14,600
Current operating lease liability	276,839	307,655
Accrued expenses	486,981	383,668
Total current liabilities	1,367,967	1,603,195
Long-term financing lease liability	14,266	26,169
Long-term operating lease liability	336,556	537,523
Warrant liability	457	35,453
Total liabilities	1,719,246	2,202,340
Commitments and contingencies (Note 12)
Stockholders' equity
Preferred stock; $0.0001 par value; 10,000,000 shares authorized at September 30, 2024 and December 31, 2023; 0 shares issued and outstanding at September 30, 2024 and December 31, 2023	0	0
Common stock; $0.0001 par value, 100,000,000 shares authorized at September 30, 2024 and December 31, 2023, 7,626,056 and 403,246 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively	763	40
Additional paid-in capital	63,230,182	51,510,269
Accumulated deficit	(55,172,692)	(48,597,163)
Total stockholders' equity	8,058,253	2,913,146
Total liabilities and stockholders' equity	9,777,499	5,115,486
Nonrelated Party
Current assets:
Accounts receivable	0	8,255
Related Party
Current assets:
Accounts receivable	$ 0	$ 90,000

Warrants - Schedule of Warrants Outstanding (Details) - $ / shares	9 Months Ended
	Sep. 30, 2024	Dec. 31, 2018
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Exercise Price (in dollars per share)		$ 14.40
Warrant
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of Warrants Outstanding (in shares)	13,628,614
Weighted Average Exercise Price, Warrants Outstanding (in dollars per share)	$ 0.85
Number of Warrants Exercisable (in shares)	0
Weighted Average Exercise Price, Warrants Exercisable (in dollars per share)	$ 0.83
2018
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Exercise Price (in dollars per share)	$ 14.40
2018 \| Warrant
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of Warrants Outstanding (in shares)	1,596
Warrants Outstanding, Weighted Average Remaining Contractual Life	3 years 6 months
Weighted Average Exercise Price, Warrants Outstanding (in dollars per share)	$ 14.40
Number of Warrants Exercisable (in shares)	1,596
Weighted Average Remaining Contractual Life, Warrants Exercisable	3 years 6 months
Weighted Average Exercise Price, Warrants Exercisable (in dollars per share)	$ 14.40
2019
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Exercise Price (in dollars per share)	$ 158.40
2019 \| Warrant
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of Warrants Outstanding (in shares)	7,195
Warrants Outstanding, Weighted Average Remaining Contractual Life	1 year 4 months 24 days
Weighted Average Exercise Price, Warrants Outstanding (in dollars per share)	$ 158.40
Number of Warrants Exercisable (in shares)	7,195
Weighted Average Remaining Contractual Life, Warrants Exercisable	1 year 4 months 24 days
Weighted Average Exercise Price, Warrants Exercisable (in dollars per share)	$ 158.40
2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Exercise Price (in dollars per share)	$ 187.50
2023 \| Warrant
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of Warrants Outstanding (in shares)	2,000
Warrants Outstanding, Weighted Average Remaining Contractual Life	3 years 8 months 12 days
Weighted Average Exercise Price, Warrants Outstanding (in dollars per share)	$ 187.50
Number of Warrants Exercisable (in shares)	2,000
Weighted Average Remaining Contractual Life, Warrants Exercisable	3 years 8 months 12 days
Weighted Average Exercise Price, Warrants Exercisable (in dollars per share)	$ 187.50
2024
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Exercise Price (in dollars per share)	$ 11.40
2024 \| Warrant
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of Warrants Outstanding (in shares)	22,223
Warrants Outstanding, Weighted Average Remaining Contractual Life	4 years 4 months 24 days
Weighted Average Exercise Price, Warrants Outstanding (in dollars per share)	$ 11.40
Number of Warrants Exercisable (in shares)	22,223
Weighted Average Remaining Contractual Life, Warrants Exercisable	4 years 4 months 24 days
Weighted Average Exercise Price, Warrants Exercisable (in dollars per share)	$ 11.40
2024
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Exercise Price (in dollars per share)	$ 0.70
2024 \| Warrant
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of Warrants Outstanding (in shares)	13,329,000
Warrants Outstanding, Weighted Average Remaining Contractual Life	4 years 9 months 18 days
Weighted Average Exercise Price, Warrants Outstanding (in dollars per share)	$ 0.70
Number of Warrants Exercisable (in shares)	13,329,000
Weighted Average Remaining Contractual Life, Warrants Exercisable	4 years 9 months 18 days
Weighted Average Exercise Price, Warrants Exercisable (in dollars per share)	$ 0.70
2024
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Exercise Price (in dollars per share)	$ 1.88
2024 \| Warrant
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of Warrants Outstanding (in shares)	266,600
Warrants Outstanding, Weighted Average Remaining Contractual Life	4 years 9 months 18 days
Weighted Average Exercise Price, Warrants Outstanding (in dollars per share)	$ 0
Number of Warrants Exercisable (in shares)	0
Weighted Average Remaining Contractual Life, Warrants Exercisable	0 years
Weighted Average Exercise Price, Warrants Exercisable (in dollars per share)	$ 0

Intangible Assets - Narrative (Details) - USD ($)	3 Months Ended		9 Months Ended
Intangible Assets - Narrative (Details) - USD ($)	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization of intangible assets	$ 2,990	$ 2,013	$ 8,073	$ 5,390

Stock Options - Schedule of Stock Option Activity (Details)	9 Months Ended
	Sep. 30, 2024 $ / shares shares
Shares
Outstanding, beginning balance (in shares) \| shares	42,941
Exercised (in shares) \| shares	(1,333)
Forfeited (in shares) \| shares	0
Outstanding, ending balance (in shares) \| shares	41,608
Weighted Average Exercise Price
Outstanding, beginning balance (in dollars per share)	$ 41.10
Granted (in dollars per share)	0
Exercised (in dollars per share)	14.32
Forfeited (in dollars per share)	0
Outstanding, ending balance (in dollars per share)	$ 41.60

Convertible Debt	9 Months Ended
Convertible Debt	Sep. 30, 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 preferred shares equal to all principal and accrued interest divided by the conversion price of $48.00 on a basis unadjusted for the Forward Stock Split and the Reverse Stock Split, 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 on a basis unadjusted for the Forward Stock Split and the Reverse Stock Split 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 61,534 shares of the Company’s common stock equal to $9,495,072. During the three and nine months ended September 30, 2023, the Company recorded a loss on the change in the fair value of $0 and $3,630,100, respectively. Interest expense was $0 and $166,019 during the nine months ended September 30, 2024 and September 30, 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 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481544/470-10-50-6

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481544/470-10-50-6

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)(3)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 8: 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 9: 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 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 470
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/470/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482925/835-30-45-2

Reference 12: 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 13: 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 14: 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 15: 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 16: 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 17: 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 18: 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 19: 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 20: 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 21: 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

Commitments and Contingencies - Narrative (Details)	1 Months Ended			3 Months Ended		9 Months Ended		12 Months Ended
Commitments and Contingencies - Narrative (Details)	Aug. 31, 2024 USD ($)	Sep. 30, 2021 USD ($)	May 31, 2021 USD ($)	Sep. 30, 2024 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2024 USD ($)	Sep. 30, 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
License agreement, length of written notice required for termination				30 days		30 days
Rent expense for operating leases						$ 254,142	$ 254,142
Operating lease, weighted average remaining lease term				2 years 3 months 18 days		2 years 3 months 18 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								1 year 9 months 18 days
Finance lease, discount rate								9.60%
Finance lease expense						$ 11,610	2,580
Finance lease, interest expense						$ 2,486	710
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	$ 5,216	$ 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	$ 0	$ 0	$ 15,263

Intangible Assets (Tables)

9 Months Ended

Sep. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Intangible Assets

Intangible assets consisted of the following at:

September 30, 2024:


	Estimated Useful Life	Gross Amount		Accumulated Amortization		Impairment		Net Amount
Trademarks	Indefinite	$	59,474	$	—	$	—	$	59,474
Patents	17 years	213,122		23,857		—		189,265

Intangible assets		$	272,596	$	23,857	$	—	$	248,739

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 - Schedule of Accrued Expenses (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Payables and Accruals [Abstract]
Employee payroll and bonuses	$ 318,619	$ 207,556
Vacation	71,361	31,074
Research and development projects	46,474	85,767
Professional fees	48,550	35,624
Other	1,977	23,647
Total accrued expenses	$ 486,981	$ 383,668

Convertible Debt (Details)		1 Months Ended			3 Months Ended			9 Months Ended
Convertible Debt (Details)	Jun. 21, 2023 USD ($) shares	Feb. 28, 2023 USD ($)	Jan. 31, 2023 USD ($) $ / shares shares	Sep. 30, 2022 USD ($) investor	Sep. 30, 2024 USD ($)	Sep. 30, 2023 USD ($)	Jun. 30, 2023 USD ($)	Sep. 30, 2024 USD ($)	Sep. 30, 2023 USD ($)	Jan. 05, 2021 USD ($) investor $ / shares
Debt Instrument [Line Items]
Conversion of convertible notes payable							$ 9,495,072
Change in fair value of convertible notes					$ 0	$ 0		$ 0	$ 3,630,100
Convertible Debt
Debt Instrument [Line Items]
Convertible notes, capital stock issued, ratio				2
Interest expense								$ 0	$ 166,019
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
Number of investors \| investor										1
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				$ 4,350,000			4,850,000
Number of investors \| investor				3
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
Notes converted to common stock (in shares) \| shares	61,534
Conversion of convertible notes payable	$ 9,495,072
Convertible Debt \| 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

Organization and Nature of Operations	9 Months Ended
Organization and Nature of Operations	Sep. 30, 2024
Accounting Policies [Abstract]
Organization and Nature of Operations	Organization and Nature of Operations Azitra, Inc. (the "Company") 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. Stock Splits, 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 50,000 shares of its common stock at a price to the public of $150.00 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 (the "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 condensed financial statements and notes thereto have been adjusted retroactively, unless otherwise noted, 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 555,567 shares of its common stock at a price to the public of $9.00 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. On July 1, 2024, the Company effected a 30-for-1 reverse stock split of its issued and outstanding shares of common stock (the "Reverse Stock Split") and began trading on a split-adjusted basis the same day. There was no change in par value. Accordingly, all share and per share amounts for all periods presented in the accompanying unaudited condensed financial statements and notes thereto have been adjusted retroactively, where applicable, to reflect the effect of the Reverse Stock Split. Refer to Note 7 for additional details relating to the Reverse Stock Split. In July 2024, the Company completed a follow-on public offering in which it issued and sold 6,665,000 shares of its common stock at a price of $1.50 per share and Class A Warrants exercisable for an aggregate 13,330,000 shares of common stock. The net proceeds received by the Company from the follow-on public offering were $9.1 million, after deducting underwriting discounts, commissions and other offering expenses. The Class A Warrants had an initial exercise price of $1.50 that was adjusted to $0.7043 in accordance with a reset price provision determined 30 days following the issuance date. Refer to Note 7 for additional details relating to the follow-on offering. 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 nine months ended September 30, 2024, the Company has an accumulated deficit of $55.2 million, a loss from operations of $8.6 million, used $7.6 million to fund operations and had approximately $6.3 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. Reclassification Certain prior period amounts and disclosures have been reclassified to conform to the current period’s financial presentation.

Property and Equipment (Tables)

9 Months Ended

Sep. 30, 2024

Property, Plant and Equipment [Abstract]

Schedule of Property And Equipment

Property and equipment consisted of the following at:


	September 30, 2024		December 31, 2023
Laboratory equipment	$	1,024,033	$	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	1,122,961		1,112,062
Less accumulated depreciation & amortization	(484,854)		(401,987)
Total property and equipment, net	$	638,107	$	710,075

Commitments and Contingencies

9 Months Ended

Sep. 30, 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 and nine months ended September 30, 2024 the Company did not capitalize any payments made under this license agreement. During the three and nine months ended September 30, 2023, the Company capitalized payments made under this license agreement in the amount of $0 and $15,263, 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. In August 2024, the Company reassessed its needs and released certain lab space resulting in a decrease to the monthly payment to $5,216. 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 3 months)	$	73,307
2025	281,259
2026	199,713
2027	89,146
2028	—
Thereafter	—
Total future undiscounted lease payments	643,425
Less interest	(30,030)
Present value of minimum lease payments	$	613,395

Rent expense for all operating leases was $254,142 and $254,142 for the nine months ended September 30, 2024 and September 30, 2023, respectively. The weighted average lease term for all operating leases is 2.3 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 1.8 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 September 30, 2024.


2024 (Remaining 3 months)	$	4,435
2025	17,001
2026	11,090
2027	—
Thereafter	—
Total future undiscounted lease payments	32,526
Less interest	(2,573)
Present value of minimum lease payments	$	29,953

Lease expense for the finance lease was $11,610 and $2,580 for the nine months ended September 30, 2024 and September 30, 2023, respectively. Interest expense for the finance lease was $2,486 and $710 for the nine months ended September 30, 2024 and September 30, 2023, respectively.

Stock Options (Tables)

9 Months Ended

Sep. 30, 2024

Fair Value Disclosures [Abstract]

Schedule of Options Outstanding and Exercisable

The following table summarizes information about options outstanding and exercisable at September 30, 2024:


		Options Outstanding				Options Exercisable
Exercise Price		Number of Options at September 30, 2024	Weighted Average Remaining Contractual Life	Weighted Average Exercise Price		Number of Options at September 30, 2024	Weighted Average Remaining Contractual Life	Weighted Average Exercise Price

$	14.32	6,871	1.3 years	$	14.32	6,871	1.3 years	$	14.32
$	27.80	6,735	1.3 years	$	27.80	6,735	1.3 years	$	27.80
$	51.08	26,669	6.5 years	$	51.08	24,748	6.4 years	$	51.08
$	62.10	1,333	8.9 years	$	62.10	389	8.9 years	$	62.10
		41,608				38,743

Schedule of Stock Option Activity

Total stock option activity for the nine months ended September 30, 2024, is summarized as follows:


	Shares	Weighted Average Exercise Price
Outstanding at December 31, 2023	42,941	$	41.10
Granted	—	—
Exercised	(1,333)	14.32
Forfeited	—	—
Outstanding at September 30, 2024	41,608	$	41.60

CONDENSED 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		34,800
Beginning balance at Dec. 31, 2022	$ (36,260,310)	$ 3	$ 1,054,239	$ (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		34,800
Ending balance at Mar. 31, 2023	(38,678,696)	$ 3	1,093,033	(39,771,732)
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
Convertible preferred stock, ending balance (in shares) at Sep. 30, 2023					0	0	0
Convertible preferred stock, beginning balance at Sep. 30, 2023					$ 0	$ 0	$ 0
Beginning balance (in shares) at Dec. 31, 2022		34,800
Beginning balance at Dec. 31, 2022	(36,260,310)	$ 3	1,054,239	(37,314,552)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(8,829,996)
Ending balance (in shares) at Sep. 30, 2023		403,255
Ending balance at Sep. 30, 2023	5,332,086	$ 40	51,476,595	(46,144,549)
Convertible preferred stock, beginning 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
Increase (Decrease) in Temporary Equity [Roll Forward]
Conversion of preferred stock (in shares)		256,921			(205,385)	(380,657)	(414,735)
Conversion of preferred stock	34,819,301	$ 26	34,819,275		$ (3,272,944)	$ (14,100,533)	$ (17,445,824)
Convertible preferred stock, ending balance (in shares) at Jun. 30, 2023					0	0	0
Convertible preferred stock, beginning balance at Jun. 30, 2023					$ 0	$ 0	$ 0
Beginning balance (in shares) at Mar. 31, 2023		34,800
Beginning balance at Mar. 31, 2023	(38,678,696)	$ 3	1,093,033	(39,771,732)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Public offering, net of issuance costs (in shares)		50,000
Public offering, net of issuance costs	5,991,359	$ 5	5,991,354
Stock-based compensation	38,794		38,794
Conversion of convertible notes payable (in shares)		61,534
Conversion of convertible notes payable	9,495,072	$ 6	9,495,066
Conversion of preferred stock (in shares)		256,921			(205,385)	(380,657)	(414,735)
Conversion of preferred stock	34,819,301	$ 26	34,819,275		$ (3,272,944)	$ (14,100,533)	$ (17,445,824)
Net loss	(4,429,528)			(4,429,528)
Ending balance (in shares) at Jun. 30, 2023		403,255
Ending balance at Jun. 30, 2023	7,236,302	$ 40	51,437,522	(44,201,260)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock issuance costs	1,508,641
Convertible preferred stock, ending balance (in shares) at Sep. 30, 2023					0	0	0
Convertible preferred stock, beginning balance at Sep. 30, 2023					$ 0	$ 0	$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation	39,073		39,073
Net loss	(1,943,289)			(1,943,289)
Ending balance (in shares) at Sep. 30, 2023		403,255
Ending balance at Sep. 30, 2023	$ 5,332,086	$ 40	51,476,595	(46,144,549)
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	403,246	403,246
Beginning balance at Dec. 31, 2023	$ 2,913,146	$ 40	51,511,439	(48,598,333)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Public offering, net of issuance costs (in shares)		555,567
Public offering, net of issuance costs	4,290,674	$ 56	4,290,618
Stock-based compensation	34,171		34,171
Exercises of stock options (in shares)		1,333
Exercise of stock options	19,100		19,100
Net loss	(2,932,875)			(2,932,875)
Ending balance (in shares) at Mar. 31, 2024		960,146
Ending balance at Mar. 31, 2024	4,324,216	$ 96	55,855,328	(51,531,208)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock issuance costs	$ 709,426
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 Sep. 30, 2024					0	0	0
Convertible preferred stock, beginning balance at Sep. 30, 2024					$ 0	$ 0	$ 0
Beginning balance (in shares) at Dec. 31, 2023	403,246	403,246
Beginning balance at Dec. 31, 2023	$ 2,913,146	$ 40	51,511,439	(48,598,333)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercises of stock options (in shares)	1,333
Net loss	$ (6,574,359)
Ending balance (in shares) at Sep. 30, 2024	7,626,056	7,626,056
Ending balance at Sep. 30, 2024	$ 8,058,253	$ 763	63,230,182	(55,172,692)
Convertible preferred stock, beginning balance (in shares) at Mar. 31, 2024					0	0	0
Convertible preferred stock, beginning balance at Mar. 31, 2024					$ 0	$ 0	$ 0
Convertible preferred stock, ending balance (in shares) at Jun. 30, 2024					0	0	0
Convertible preferred stock, beginning balance at Jun. 30, 2024					$ 0	$ 0	$ 0
Beginning balance (in shares) at Mar. 31, 2024		960,146
Beginning balance at Mar. 31, 2024	4,324,216	$ 96	55,855,328	(51,531,208)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Follow-on public offering issuance costs adjustment	(227)		(227)
Stock-based compensation	34,170		34,170
Net loss	(2,631,993)			(2,631,993)
Ending balance (in shares) at Jun. 30, 2024		960,146
Ending balance at Jun. 30, 2024	1,726,166	$ 96	55,889,271	(54,163,201)
Convertible preferred stock, ending balance (in shares) at Sep. 30, 2024					0	0	0
Convertible preferred stock, beginning balance at Sep. 30, 2024					$ 0	$ 0	$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Public offering, net of issuance costs (in shares)		6,665,000
Public offering, net of issuance costs	9,063,540	$ 667	9,062,873
Stock-based compensation	143,534		143,534
Reclass of warrant liability	(1,866,200)		(1,866,200)
Exercise of Warrants (in shares)		1,000
Exercise of Warrants	704		704
Partial Share Cancellation Reverse Stock Split (in shares)		(90)
Net loss	$ (1,009,491)			(1,009,491)
Ending balance (in shares) at Sep. 30, 2024	7,626,056	7,626,056
Ending balance at Sep. 30, 2024	$ 8,058,253	$ 763	$ 63,230,182	$ (55,172,692)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock issuance costs	$ 933,960

Property and Equipment

9 Months Ended

Sep. 30, 2024

Property, Plant and Equipment [Abstract]

Property and Equipment

Property and equipment consisted of the following at:


	September 30, 2024		December 31, 2023
Laboratory equipment	$	1,024,033	$	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	1,122,961		1,112,062
Less accumulated depreciation & amortization	(484,854)		(401,987)
Total property and equipment, net	$	638,107	$	710,075

Depreciation and amortization expense was $30,007 and $89,877 for the three and nine months ended September 30, 2024, respectively. Depreciation and amortization expense was $30,571 and $92,000 for the three and nine months ended September 30, 2023, respectively. Fixed assets are reviewed for impairment each reporting period. The Company recorded losses on disposal of assets of $4,859 for the three and nine months ended September 30, 2024 respectively. The Company recorded losses on disposal of assets of $41,417 for the three and nine months ended September 30, 2023, respectively.

Fair Value Measurements

9 Months Ended

Sep. 30, 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:

September 30, 2024


Description	Level 1		Level 2		Level 3		Total

Liabilities
Common stock warrants	$	—	$	—	$	457	$	457
Total	$	—	$	—	$	457	$	457

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 September 30, 2024:


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

Balance at March 31, 2024	$	7,298
Changes in fair value of warrants	(4,372)


Balance at June 30, 2024	$	2,926
Changes in fair value of warrants	(2,469)
Balance at September 30, 2024	$	457

At September 30, 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:


	September 30, 2024			December 31, 2023
Underlying common stock value	$	0.54		$	27.60
Expected term (years)	3.54			4.29
Expected volatility	156		%	99		%
Risk free interest rate	4		%	4		%
Dividend yield	—		%	—		%

Fluctuations 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.

Intangible Assets

9 Months Ended

Sep. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets

Intangible assets consisted of the following at:

September 30, 2024:


	Estimated Useful Life	Gross Amount		Accumulated Amortization		Impairment		Net Amount
Trademarks	Indefinite	$	59,474	$	—	$	—	$	59,474
Patents	17 years	213,122		23,857		—		189,265

Intangible assets		$	272,596	$	23,857	$	—	$	248,739

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 and nine months ended September 30, 2024, amortization expense related to intangible assets was $2,990 and $8,073, respectively. During the three and nine months ended September 30, 2023, amortization expense related to intangible assets was $2,013 and $5,390, respectively.