0001213900-21-065592 | 10-Q | XBRL Viewer

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Document And Entity Information - shares	9 Months Ended
Document And Entity Information - shares	Sep. 30, 2021	Dec. 06, 2021
Document Information Line Items
Entity Registrant Name	Bluejay Diagnostics, Inc.
Trading Symbol	BJDX
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		19,501,735
Amendment Flag	false
Entity Central Index Key	0001704287
Entity Current Reporting Status	No
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Sep. 30, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q3
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	false
Entity Ex Transition Period	false
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	001-41031
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	47-3552922
Entity Address, Address Line One	360 Massachusetts Avenue
Entity Address, Address Line Two	Suite 203
Entity Address, City or Town	Acton
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	01720
City Area Code	(844)
Local Phone Number	327-7078
Entity Interactive Data Current	Yes
Title of 12(b) Security	Common Stock
Security Exchange Name	NASDAQ

Condensed Consolidated Balance Sheets (Unaudited) - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Current assets:
Cash and cash equivalents	$ 2,330,138	$ 912,361
Inventory		84,762
Deferred offering costs	482,308
Prepaid expenses and other current assets	451,407	61,071
Total current assets	3,263,853	1,058,194
Property and equipment, net	358,845	459,138
Total assets	3,622,698	1,517,332
Current liabilities:
Accounts payable	242,856	374,928
Due to related party	115,102	125,102
Accrued expenses	371,288	133,820
Notes payable, net		1,041,186
Convertible debentures	3,974,374
Note payable, Paycheck Protection Program		14,725
Derivative warrant liability		155,629
Total liabilities	4,703,620	1,845,390
Commitments and Contingencies (See Note 6)
Series A redeemable, convertible preferred stock, $0.0001 par value; 10,600 shares authorized; 0 and 10,600 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively		1,077,303
Series B redeemable, convertible preferred stock, $0.0001 par value; 5,918 shares authorized; 0 and 5,187 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively		1,800,347
Series C redeemable, convertible preferred stock, $0.0001 par value; 636 shares authorized; 0 and 636 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively		1,000,465
Stockholders’ deficit:
Common stock, $0.0001 par value; 30,000,000 shares authorized; 10,534,265 and 3,147,200 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively	1,054	315
Additional paid-in capital	5,152,314
Accumulated deficit	(6,234,290)	(4,206,488)
Total stockholders’ deficit	(1,080,922)	(4,206,173)
Total liabilities, redeemable, convertible preferred stocks and stockholders’ deficit	$ 3,622,698	$ 1,517,332

Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) - $ / shares	Sep. 30, 2021	Dec. 31, 2020
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	30,000,000	30,000,000
Common stock, shares issued	10,534,265	3,147,200
Common stock, shares outstanding	10,534,265	3,147,200
Series A redeemable, convertible preferred stock
Redeemable, convertible preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Redeemable, convertible preferred stock, shares authorized	10,600	10,600
Redeemable, convertible preferred stock, shares issued	0	10,600
Redeemable, convertible preferred stock, shares outstanding	0	10,600
Series B redeemable, convertible preferred stock
Redeemable, convertible preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Redeemable, convertible preferred stock, shares authorized	5,918	5,918
Redeemable, convertible preferred stock, shares issued	0	5,187
Redeemable, convertible preferred stock, shares outstanding	0	5,187
Series C redeemable, convertible preferred stock
Redeemable, convertible preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Redeemable, convertible preferred stock, shares authorized	636	636
Redeemable, convertible preferred stock, shares issued	0	636
Redeemable, convertible preferred stock, shares outstanding	0	636

Condensed Consolidated Statements of Operations (unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Operating expenses:
Research and development	$ 442,527	$ 2,723	$ 692,702	$ 108,192
General and administrative	445,050	131,094	974,791	452,846
Marketing and business development	70,411	14,352	189,765	53,574
Total operating expenses	957,988	148,169	1,857,258	614,612
Operating loss	(957,988)	(148,169)	(1,857,258)	(614,612)
Other income (expense):
Derivative warrant liability gain (loss)		4,344	9,676	(45,323)
Interest income (expense), net of amortization of premium	(237,429)	15,833	(269,545)	40,443
State grant revenue			75,000
Other income	2,036	4	14,325	5,232
Total other income (expense), net	(235,393)	20,181	(170,544)	352
Net loss	$ (1,193,381)	$ (127,988)	$ (2,027,802)	$ (614,260)
Net loss per share - Basic and diluted (in Dollars per share)	$ (0.11)	$ (0.04)	$ (0.32)	$ (0.2)
Weighted average common shares outstanding:
Basic and diluted (in Shares)	10,491,978	3,147,200	6,321,493	3,147,200

Condensed Consolidated Statements of Changes in Redeemable Preferred Stock and Stockholders’ Deficit (Unaudited) - USD ($)	Series A Redeemable, Convertible Preferred Stock	Series B Redeemable, Convertible Preferred Stock	Series C Redeemable, Convertible Preferred Stock	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Total
Balance at Dec. 31, 2019	$ 892,809	$ 1,575,321		$ 315		$ (2,932,753)	$ (2,932,438)
Balance (in Shares) at Dec. 31, 2019	10,600	4,732		3,147,200
Issuance of Series B redeemable, convertible preferred stock, net of issuance costs of $4,570		$ 50,249
Issuance of Series B redeemable, convertible preferred stock, net of issuance costs of $4,570 (in Shares)		139
Issuance of Series C redeemable, convertible preferred stock, net of issuance costs of $8,776
Reclassification of derivative warrant liability		$ (5,228)
Accretion of redeemable, convertible preferred stock to redemption value	46,123	20,396				(66,519)	(66,519)
Stock-based compensation expense (benefit)						(2,520)	(2,520)
Net loss						(306,644)	(306,644)
Balance at Mar. 31, 2020	$ 938,932	$ 1,640,738		$ 315		(3,308,436)	(3,308,121)
Balance (in Shares) at Mar. 31, 2020	10,600	4,871		3,147,200
Balance at Dec. 31, 2019	$ 892,809	$ 1,575,321		$ 315		(2,932,753)	(2,932,438)
Balance (in Shares) at Dec. 31, 2019	10,600	4,732		3,147,200
Stock-based compensation expense (benefit)							4,410
Balance at Sep. 30, 2020	$ 1,031,179	$ 1,779,951		$ 315		(3,742,162)	(3,741,847)
Balance (in Shares) at Sep. 30, 2020	10,600	5,187		3,147,200
Balance at Mar. 31, 2020	$ 938,932	$ 1,640,738		$ 315		(3,308,436)	(3,308,121)
Balance (in Shares) at Mar. 31, 2020	10,600	4,871		3,147,200
Accretion of redeemable, convertible preferred stock to redemption value	$ 46,124	$ 20,397				(66,521)	(66,521)
Stock-based compensation expense (benefit)						679	679
Net loss						(179,628)	(179,628)
Balance at Jun. 30, 2020	$ 985,056	$ 1,661,135		$ 315		(3,553,906)	(3,553,591)
Balance (in Shares) at Jun. 30, 2020	10,600	4,871		3,147,200
Issuance of Series B redeemable, convertible preferred stock, net of issuance costs of $4,570		$ 109,979
Issuance of Series B redeemable, convertible preferred stock, net of issuance costs of $4,570 (in Shares)		316
Reclassification of derivative warrant liability		$ (11,559)
Accretion of redeemable, convertible preferred stock to redemption value	46,123	20,396			(6,251)	(60,268)	(66,519)
Stock-based compensation expense (benefit)					6,251		6,251
Net loss						(127,988)	(127,988)
Balance at Sep. 30, 2020	$ 1,031,179	$ 1,779,951		$ 315		(3,742,162)	(3,741,847)
Balance (in Shares) at Sep. 30, 2020	10,600	5,187		3,147,200
Balance at Dec. 31, 2020	$ 1,077,303	$ 1,800,347	$ 1,000,465	$ 315		(4,206,488)	(4,206,173)
Balance (in Shares) at Dec. 31, 2020	10,600	5,187	636	3,147,200
Accretion of redeemable, convertible preferred stock to redemption value	$ 44,347	$ 20,396	$ 11,977		(76,720)		(76,720)
Stock-based compensation expense (benefit)					164		164
Fair value of warrants issued for services					180,339		180,339
Net loss						(194,186)	(194,186)
Balance at Mar. 31, 2021	$ 1,121,650	$ 1,820,743	$ 1,012,442	$ 315	103,783	(4,400,674)	(4,296,576)
Balance (in Shares) at Mar. 31, 2021	10,600	5,187	636	3,147,200
Balance at Dec. 31, 2020	$ 1,077,303	$ 1,800,347	$ 1,000,465	$ 315		(4,206,488)	(4,206,173)
Balance (in Shares) at Dec. 31, 2020	10,600	5,187	636	3,147,200
Stock-based compensation expense (benefit)							46,824
Balance at Sep. 30, 2021				$ 1,054	5,152,314	(6,234,290)	(1,080,922)
Balance (in Shares) at Sep. 30, 2021				10,534,265
Balance at Mar. 31, 2021	$ 1,121,650	$ 1,820,743	$ 1,012,442	$ 315	103,783	(4,400,674)	(4,296,576)
Balance (in Shares) at Mar. 31, 2021	10,600	5,187	636	3,147,200
Accretion of redeemable, convertible preferred stock to redemption value	$ 29,565	$ 13,598	$ 7,984		(51,147)		(51,147)
Stock-based compensation expense (benefit)					155		155
Exercise of common stock warrants				$ 417	131,966		132,383
Exercise of common stock warrants (in Shares)				4,166,357
preferred stock into common stock	$ (1,151,215)	$ (1,834,341)	$ (1,020,426)	$ 258	4,005,724		4,005,982
preferred stock into common stock (in Shares)	(10,600)	(5,187)	(636)	2,584,323
Conversion of Amended 2017 Convertible Notes				$ 58	579,942		580,000
Conversion of Amended 2017 Convertible Notes (in Shares)				580,000
Reclassification of Series B Warrants					145,953		145,953
Net loss						(640,235)	(640,235)
Balance at Jun. 30, 2021				$ 1,048	4,916,376	(5,040,909)	(123,485)
Balance (in Shares) at Jun. 30, 2021				10,477,880
Stock-based compensation expense (benefit)					46,505		46,505
Fair value of warrants issued to placement agent in relation to the Convertible debentures					166,816		166,816
Issuance of common stock from exercise of employee stock options				$ 6	22,617		22,623
Issuance of common stock from exercise of employee stock options (in Shares)				56,385
Net loss						(1,193,381)	(1,193,381)
Balance at Sep. 30, 2021				$ 1,054	$ 5,152,314	$ (6,234,290)	$ (1,080,922)
Balance (in Shares) at Sep. 30, 2021				10,534,265

Condensed Consolidated Statements of Changes in Redeemable Preferred Stock and Stockholders’ Deficit (Unaudited) (Parentheticals)	3 Months Ended
	Mar. 31, 2020 USD ($)
Series B Redeemable, Convertible Preferred Stock
Preferred stock, net issuance costs	$ 4,570
Series C Redeemable, Convertible Preferred Stock
Preferred stock, net issuance costs	$ 8,776

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss	$ (2,027,802)	$ (614,260)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense	106,507	111,142
Stock-based compensation expense	46,824	4,410
Gain on forgiveness of note payable, Paycheck Protection Program	(5,000)
Non-cash interest expense	164,846	(73,762)
(Gain) loss on revaluation of derivative warrant liability	(9,676)	45,323
Accounts receivable		645
Inventory	84,762	(84,762)
Prepaid expenses and other current assets	(390,336)	18,318
Accounts payable	(85,016)	211,995
Due to related party	(10,000)	27,097
Accrued expenses	281,169
Net cash used in operating activities	(1,843,722)	(353,854)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment	(6,214)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments of principal on notes payable	(289,617)
Payments of convertible debenture issuance costs	(562,842)
Payments of deferred offering costs	(393,451)
Proceeds from issuance of convertible debentures	4,500,000
Proceeds from issuance of Series B redeemable, convertible preferred stock, net of issuance costs		60,611
Proceeds from subscription to the 2020 Promissory Notes		154,000
Proceeds (payments) on note payable, Paycheck Protection Program	(9,000)	116,000
Proceeds from exercise of stock options	22,623
Net cash provided by financing activities	3,267,713	330,611
Increase (decrease) in cash and cash equivalents	1,417,777	(23,243)
Cash and cash equivalents, beginning of period	912,361	96,011
Cash and cash equivalents, end of period	2,330,138	72,768
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION AND NON-CASH FINANCING ACTIVITIES
Interest paid	38,961
Exercise of warrants through debt principal conversion	132,383
Conversion of preferred stock into common stock	4,005,982
Conversion of amended 2017 convertible notes	580,000
Reclassification of derivative warrant liability into additional paid-in capital	145,953	16,787
Fair value of warrants issued to placement agent in relation to the Convertible debentures	166,816
Fair value of warrants for common stock issued for services	180,339
Offering costs included in accounts payable and accrued expenses	91,483
Series A Redeemable, Convertible Preferred Stock
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION AND NON-CASH FINANCING ACTIVITIES
Accretion of Series redeemable, convertible preferred stock dividend	17,667	31,800
Accretion of Series redeemable, convertible preferred stock issuance costs	56,245	106,570
Series B Redeemable, Convertible Preferred Stock
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION AND NON-CASH FINANCING ACTIVITIES
Accretion of Series redeemable, convertible preferred stock dividend	31,258	56,264
Accretion of Series redeemable, convertible preferred stock issuance costs	2,736	4,925
Series C Redeemable, Convertible Preferred Stock
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION AND NON-CASH FINANCING ACTIVITIES
Accretion of Series redeemable, convertible preferred stock dividend	16,727
Accretion of Series redeemable, convertible preferred stock issuance costs	$ 3,234

Nature of Operations and Basis of Presentation

9 Months Ended

Sep. 30, 2021

Accounting Policies [Abstract]

NATURE OF OPERATIONS AND BASIS OF PRESENTATION

1. NATURE OF OPERATIONS AND BASIS OF PRESENTATION

Business

Bluejay Diagnostics, Inc. (the “Company”) commenced its activities on March 20, 2015 incorporated under the laws of the State of Delaware. The Company is a mission-driven in-vitro diagnostic company that aims to develop and market minimally-invasive Point-of-Care (“POC”) diagnostics tests and devices that provide patients and providers with access to affordable and timely healthcare. The Company’s focus is on the infectious disease, inflammation, and oncology markets.

The Company is pursuing biomarker detection of Sepsis, Cancer and other diseases, utilizing the Symphony technology platform and Symphony IL – 6 test licensed from Toray Industries, Inc. of Japan (see Note 3). The Company is also developing biomarkers for detection of other diseases such as Cardiac Ishcemia and Congestive Heart Failure.

The Company’s ALLEREYE diagnostic test (“ALLEREYE”) is a POC device that offers healthcare providers a cost effective, reliable, easy to use solution for diagnosis of Allergic Conjunctivitis. ALLEREYE received clearance by the U.S. Food and Drug Administration (the “FDA”) in October 2017.

On June 4, 2021, the Company created Bluejay Spinco, LLC, (“SpinCo”) a wholly owned subsidiary of the Company, for purposes of further development of ALLEREYE. The Company transferred assets and liabilities related to ALLEREY to SpinCo in accordance with the Contribution and Assumption Agreement. The assets and liabilities were transferred from the Company to SpinCo at their carrying value. The Company is responsible for the operational activities of SpinCo and bears all costs necessary to operate SpinCo. The Company’s CEO is also the CEO of SpinCo and oversees the business strategy and operations of SpinCo.

Initial Public Offering

The Company completed its initial public offering (“IPO”) on November 10, 2021 (“IPO Date”), whereby it sold 2,160,000 Units. Each Unit was sold at a price of $10.00. The gross proceeds from the IPO were approximately $21.6 million and were offset by $2.8 million in offering costs (see note 10).

Risks and Uncertainties

The Company is subject to a number of risks similar to other companies in its industries, including rapid technological change, competition from larger pharmaceutical and biotechnology companies and dependence on key personnel.

The extent of the impact of the COVID-19 pandemic on the Company’s business continues to be highly uncertain and difficult to predict, as the responses that the Company, other businesses and governments are taking continue to evolve. Furthermore, capital markets and economies worldwide have also been negatively impacted by the COVID-19 pandemic, and it is possible that it could cause a lasting national and/or global economic recession. Policymakers around the globe have responded with fiscal policy actions to support the healthcare industry and economy as a whole.

To date, the Company has experienced significant changes in the business as a result of the COVID-19 pandemic. The impact has delayed the Company’s ability to generate revenue as result of the diversification of potential customer budgets towards the COVID-19 pandemic. The extent to which the COVID-19 pandemic may in the future materially impact the Company’s financial condition, liquidity or results of operations is uncertain.

Stock Split

On June 7, 2021, the Company’s Board of Directors declared a stock dividend of 2.15 shares of common stock for every share of common stock (“Stock Split”). This stock dividend was deemed a large stock dividend and was treated as a 1-for-3.15 stock split. The common stock shares and per share amounts (other than authorized shares) in these condensed consolidated financial statements and related notes have been retroactively restated to reflect the stock dividend for all periods presented.

Liquidity

Since its inception, the Company has devoted substantially all of its efforts to business planning, marketing and business development, research and development, and raising capital. The income potential of the Company’s business and market are unproven. Successful transition to attaining profitable operations is dependent upon achieving a level of revenues adequate to support the Company’s cost structure. As of September 30, 2021, the Company had $2.3 million in cash and cash equivalents.

The Company believes it has sufficient cash to meet its funding requirements for at least the next 12 months. However, the Company has experienced net losses and negative cash flows from operating activities since its inception and has an accumulated deficit of $6.2 million as of September 30, 2021. The Company expects to continue to incur net losses for the foreseeable future and believes it will need to raise substantial additional capital to accomplish its business plan over the next several years. The Company plans to continue to fund its losses from operations and capital funding needs through a combination of equity offerings, debt financings and generate revenue from sales to customers. If the Company is not able to secure adequate additional funding or generate sufficient revenue, the Company may be forced to make reductions in spending, extend payment terms with suppliers, liquidate assets where possible, or suspend or curtail planned programs. Any of these actions could materially harm the Company’s business, results of operations and future prospects. There can be no assurance as to the availability or terms upon which such financing and capital might be available in the future.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in conformity with generally accepted accounting principles in the United States (“US GAAP”) consistent with those applied in, and should be read in conjunction with, the Company’s audited financial statements and related footnotes for the year ended December 31, 2020 included in the Company’s Form S-1 Registration Statement filed with the SEC on October 4, 2021. The unaudited condensed consolidated financial statements reflect all adjustments, which include only normal recurring adjustments, necessary for the fair presentation of the Company’s financial position as of September 30, 2021, its results of operations and cash flows for the three and nine months ended September 30, 2021 and 2020, in accordance with US GAAP. The unaudited condensed consolidated financial statements do not include all of the information and footnotes required by US GAAP for complete financial statements, as allowed by the relevant U.S. Securities and Exchange Commission (“SEC”) rules and regulations; however, the Company believes that its disclosures are adequate to ensure that the information presented is not misleading.

The results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results that may be expected for the full fiscal year ending December 31, 2021, or any other interim period within this fiscal year.

All intercompany balances and transactions have been eliminated in consolidation.

Significant Accounting Policies

9 Months Ended

Sep. 30, 2021

Accounting Policies [Abstract]

SIGNIFICANT ACCOUNTING POLICIES

SIGNIFICANT ACCOUNTING POLICIES

During the nine months ended September 30, 2021, there were no changes to the significant accounting policies as described in the 2020 Audited Financial Statements.

Use of estimates

The preparation of the Company’s condensed consolidated financial statements and related disclosures in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Significant estimates include, but are not limited to stock-based compensation expense, research and development accruals, fair value of common stock and fair value of stock warrants. Management evaluates its estimates on an ongoing basis. Although estimates are based on the Company’s historical experience, knowledge of current events and actions it may undertake in the future, actual results may materially differ from these estimates and assumptions.

Derivative instruments

The Company generally does not use derivative instruments to hedge exposures to cash flow or market risks; however, certain warrants to purchase preferred stock that do not meet the requirements for classification as equity are classified as liabilities. In such instances, net-cash settlement is assumed for financial reporting purposes, even when the terms of the underlying contracts do not provide for a net -cash settlement. Such financial instruments are initially recorded at fair value with subsequent changes in value charged (credited) to operations each reporting period. If these instruments subsequently meet the requirements for classification as equity, the Company reclassifies the then fair value to equity.

The Company values its outstanding warrants using the Black-Scholes option pricing model.

On June 1, 2021, the Series B Warrants were amended to become exercisable into common stock. As a result, the Series B Warrants met the requirements for classification as equity, and were reclassified to additional paid-in capital (see Note 7). The Series B Warrants were remeasured at fair value immediately prior to the reclassification.

The fair value of the outstanding Series B redeemable preferred stock warrants (see Note 7) at June 1, 2021 and December 31, 2020 was based on the assumptions as follows:

	June 1,	December 31,
	2021	2020
Risk-free interest rate	0.31% - 0.56%	0.17% - 0.36%
Dividend rate	0%	0%
Volatility	88.60%	88.60%
Expected life (in years)	2.81– 4.22	3.23 – 4.64

Stock-based compensation

Share-based compensation expense for all share-based payment awards made to employees, directors and non-employees is measured based on the grant-date fair value of the award. Share-based compensation expense for awards granted to non-employees is determined using the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measured.

The Company uses the Black-Scholes option pricing model to determine the fair value of options granted. The Company recognizes the compensation cost of share-based awards on a straight-line basis over the requisite service period. For stock awards for which vesting is subject to performance – based milestones, the expense is recorded over the implied service period after the point when the achievement of the milestone is probable, or the performance condition has been achieved.

The determination of the fair value of share-based payment awards utilizing the Black-Scholes model is affected by the stock price and a number of assumptions, including expected volatility, expected life, risk-free interest rate and expected dividends. The Company does not have a history of market prices of its common stock, and as such, volatility is estimated using historical volatilities of similar public entities. The expected life of the awards is estimated based on the simplified method for grants to employees, and is based on the contractual term for non -employee awards. The risk-free interest rate assumption is based on observed interest rates appropriate for the terms of the awards. The dividend yield assumption is based on history and expectation of paying no dividends.

The Company recognizes forfeitures related to employee share-based payments when they occur. Forfeited options are recorded as a reduction to stock compensation expense.

Research and development expenses

Costs incurred for research and development are expensed as incurred. Research and development expenses primarily consist of salaries and related expenses for personnel, outside consulting services and sponsored research and the costs of materials and supplies used.

Redeemable Convertible Preferred Stock

The Company has classified redeemable, convertible preferred stock (“Preferred Stock”) as temporary equity in the accompanying condensed consolidated balance sheet at December 31, 2020 due to terms that allow for redemption of the shares upon certain events that are outside of the Company’s control. On June 1, 2021, the Company’s outstanding Preferred Stock was converted into common stock (see Note 8).

Segment Reporting

Management has determined that the Company has one operating segment, which is consistent with the Company structure and how it manages the business. As of September 30, 2021 and December 31, 2020, all of the Company’s assets were located in the United States.

Net Loss per Share

Basic net loss per share is computed by dividing the net loss by the weighted-average number of shares of common stock outstanding for the period, without consideration for potentially dilutive securities. Diluted net loss per share is computed by dividing the net loss by the weighted average number of shares of common stock and dilutive common stock equivalents outstanding for the period determined using the treasury stock and if-converted methods. Dilutive common stock equivalents are comprised of convertible preferred stock, convertible notes, options outstanding under the Company’s stock option plan and warrants. For all periods presented, there is no difference in the number of shares used to calculate basic and diluted shares outstanding as inclusion of the potentially dilutive securities would be antidilutive.

Potentially dilutive securities not included in the calculation of diluted net loss per share because to do so would be anti -dilutive are as follows (in common stock equivalent shares):

	September 30,
	2021		2020
Redeemable, convertible preferred stock		-		2,484,242
Options to purchase common stock		509,441		375,826
Warrants for common stock		1,255,775		-
Warrants for Series B redeemable, convertible preferred stock		-		115,030
Convertible debentures		4,500,000		-

Newly Adopted Accounting Standards

In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. This guidance changes how entities account for convertible instruments and contracts in an entity’s own equity and simplifies the accounting for convertible instruments by removing certain separation models for convertible instruments. This guidance also modifies the guidance on diluted earnings per share calculations. This new guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2023. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company elected to early adopt this guidance in the first quarter of 2021. The adoption of this standard had no material impact on the Company’s consolidated financial statements.

Recently Issued Accounting Standards

In May 2021, the FASB issued ASU 2021-04 Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (a consensus of the FASB Emerging Issues Task Force). The amendments in this update are effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early application is permitted, including in an interim period as of the beginning of the fiscal year that includes that interim period. The Company is currently evaluating the adoption date of this ASU and the impact, if any, adoption will have on its financial position and results of operations.

Business Agreements

9 Months Ended

Sep. 30, 2021

Accounting Policies [Abstract]

BUSINESS AGREEMENTS

BUSINESS AGREEMENTS

License and Development Agreement with Naval Medical Research Center

On March 7, 2019, the Company entered into a cooperative research and development agreement (“CRAD Agreement”) with Naval Medical Research Center (“NMRC”). The objective of the agreement is for the development of lateral flow rapid test for sensitive and accurate diagnosis of various tick-borne diseases including Lyme disease. The CRAD Agreement grants the Company a non-exclusive, royalty-free, non-commercial research use license to any innovation made by NMRC occurring under the CRADA Agreement in performance of the objective. No payments were made in connection with the CRADA Agreement during the nine-month periods ended September 30, 2021 and 2020. The remaining commitment under the CRADA Agreement is $76,350 as of September 30, 2021 and December 31, 2020, and is included in accounts payable on the condensed consolidated balance sheet.

License and Supply Agreement with Toray

On October 6, 2020, the Company entered into a license and supply agreement (“Toray Agreement”) with Toray Industries, Inc. (“Toray”). Under the Toray Agreement, the Company received the exclusive license to make and distribute the protein detection chips that has a function of automatic stepwise feeding of reagent (“Toray Chips”) outside of Japan. In exchange for the license, the Company committed to make two payments of $120,000 each. The first payment was made in January 2021, and the second payment is due one year from the date in which the Toray Agreement was executed. Payments totaling $120,000 and $240,000 were accrued for as of September 30, 2021 and December 31, 2020, respectively, and are included in current liabilities on the condensed consolidated balance sheet. In addition, following the first sale of Toray Chips, the Company will also make royalty payments to Toray equal to 15% of the net sales of the Toray Chips for the period that any underlying patents exist or for 5 years after the first sale. Following the first sale, the Company will pay a one-time minimum royalty of $60,000, which shall be creditable against any royalties owed to Toray in such calendar year. The Company will pay a minimum royalty of $100,000 in each year thereafter, which are creditable against any royalties owed to Toray in such calendar year. There were no sales of or revenues from the Toray Chips during the nine-month periods ended September 30, 2021 and 2020.

Fair Value Measurements

9 Months Ended

Sep. 30, 2021

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS

Liabilities measured at fair value on a recurring basis at December 31, 2020 are summarized in the table below.

	December 31, 2020
	Level 1		Level 2		Level 3		Total
Liabilities
Derivative warrant liability	$	-	$	-	$	155,629	$	-
	$	-	$	-	$	155,629	$	-

There were no liabilities measured at fair value at September 30, 2021.

The table below presents the changes in Level 3 liabilities measured at fair value on a recurring basis during the nine months ended September 30, 2021.

	Warrant Liability

Balance at December 31, 2020	$	155,629
Issuance of Series B warrants		-
Unrealized gain		(9,676	)
Fair value of Series B warrants converted into warrants for common stock		(145,953	)
Balance at September 30, 2021	$	-

Unrealized gain (loss) on revaluation of derivative warrant liability is included in derivative warrant liability gain (loss) in the condensed consolidated statements of operations.

There were no assets measured at fair value on a recurring basis, nor were there assets or liabilities measured at fair value on a non-recurring basis at September 30, 2021 or December 31, 2020.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Notes Payable

9 Months Ended

Sep. 30, 2021

Debt Disclosure [Abstract]

NOTES PAYABLE

NOTES PAYABLE

2017 Notes Payable

In 2017, the Company entered into multiple Unit Purchase Agreements. In connection with this financing (the “Financing”), the Company issued 106 Units at a purchase price of $20,000 each. A Unit consisted of 100 shares of Series A redeemable, convertible preferred stock (“Series A”) at a purchase price of $100 per share (“Original Offering Price”) and $10,000 in notes payable (the “Notes”). Gross proceeds from the Financing were $2,120,000 and were allocated between the Notes and Series A based on their relative fair values with $1,643,349 allocated to the Notes and $476,651 to the Series A.

Certain Notes with aggregate principal amount of $930,000 mature on March 20, 2022 while $130,000 of the Notes mature on June 22, 2022. The Notes bear interest at 5% per annum, increasing to 7% on the amounts in default. For the first twelve months following issuance of the Notes, interest accrued on the Notes of approximately $53,000 was added to the principal balance of the Notes and not paid out to investors. The Notes require principal payments of $265,000 per year commencing in 2019 on the second anniversary of the Notes’ issuance and annually thereafter, until the final principal payment upon maturity. For the year ended December 31, 2020, no principal payments were made to investors and the remaining unpaid balance on the Notes became immediately due and was classified as short-term at December 31, 2020. The Company defaulted on the Notes in January 2021. The Notes, plus any related accrued interest, are secured by all business assets of the Company and are fully guaranteed by Lana Management and Business Research International, LLC (“LMBRI”), a related party (see Note 9).

The allocation of the gross proceeds from the Financing resulted in recording a premium on the Notes of $583,349. The premium is amortized over the term of the Notes. As a result of the event of default in January 2021 and the Notes becoming due on demand, the Company accelerated the amortization of the premium and discount and amortized the remaining balances during the three month period ended March 31, 2021. The Company recognized the amortization of the premium of $0 and $145,837 as a reduction to non-cash interest expense during the three and nine months ended September 30, 2021, respectively. The Company recognized the amortization of the premium of $29,167 and $87,502 as a reduction to non-cash interest expense during the three and nine months ended September 30, 2020, respectively. The premium amortization was included within interest income (expense) on the condensed consolidated statements of operations.

In connection with the Financing, the Company paid $183,194 in issuance costs of which $91,597 was recorded as a discount on the Notes and is being amortized over the term of the Notes. The remaining $91,597 was netted with the proceeds allocated to Series A (see Note 8). The Company recognized the amortization of the discount of $0 and $22,899 as non-cash interest expense during the three and nine months ended September 30, 2021, respectively. The Company recognized the amortization of the discount of $4,580 and $13,740 as non -cash interest expense during the three and nine months ended September 30, 2020, respectively. The discount amortization was included in the interest income (expense) on the condensed consolidated statements of operations.

On February 17, 2021, the Company repaid in cash $268,000 in principal and $2,010 in accrued interest on the Notes and entered into an agreement to settle the remaining principal balance of $580,000 either through conversion into equity shares or in cash.

On May 26, 2021, the remaining Notes were amended and restated (the “Amended Notes”). The Amended Notes accrue no interest and are due in May 2023. The Amended Notes are automatically convertible into a number of shares of common stock at the conversion rate of $1.00 per share upon the issuance by the Company of securities to Sabby Volatility Warrant Master Fund, Ltd (“Sabby”) (the “Sabby Agreement”) (see Note 6), resulting in gross proceeds of at least $3,000,000. For the three and nine months ended September 30, 2021, the interest expense on the Notes was $0 and $6,360, respectively. For the three and nine months ended September 30, 2020, the interest expense on the Notes was $9,897 and $34,462, respectively.

The Amended Notes principal automatically converted on June 8, 2021 into 580,000 shares of common stock upon the issuance of $3,000,000 in Convertible Debentures to Sabby as discussed in Note 6. The amendment and subsequent conversion of the Notes was accounted for as the debt settlement in equity under ASC 470-60 Troubled Debt Restructurings by Debtors. The Company recognized a gain on extinguishment of $6,360, equal to the difference between the carrying amount of the Notes at the conversion date, totaling $586,360, and the fair value of the common stock shares issued to the noteholders of $580,000. This gain on extinguishment is included in other income on the condensed consolidated statement of operations for the nine months ended September 30, 2021.

2020 Subordinated Promissory Notes

On October 22, 2020, the Company issued $154,000 in subordinated promissory notes (“Subordinated Notes”) to the Company’s shareholders, including $30,000 to LMBRI. The Subordinated Notes accrued interest at 8% payable at each quarter end and had a maturity date of March 31, 2021. The Company defaulted on the Subordinated Notes on March 31, 2021, and the Subordinated Notes started to accrue 15% penalty interest starting on the date of default. For the three and nine months ended September 30, 2021, interest expense on the Subordinated Notes was $0 and $7,443, respectively.

In conjunction with the issuance of the Subordinated Notes, the Company issued to each noteholder warrants to purchase shares of the Company’s common stock (“Common Stock Warrants”) totaling 4,846,688 Common Stock Warrants, of which 944,160 were issued to LMBRI. The Common Stock Warrants have an exercise price of $0.03 per share, and are exercisable upon issuance date and have a 5-year term. The Common Stock Warrants may be exercised for cash or through cancellation of the Subordinated Notes. The terms of the Common Stock Warrants were amended in November 2021 to provide for cashless exercise (see Note 10). The fair value of the Common Stock Warrant at the issuance date was estimated to be $4,488,570 using a Black-Scholes option pricing model.

The Common Stock Warrants were accounted for as equity under ASC 815 – Derivatives and Hedging. The proceeds from the issuance of the Subordinated Notes were allocated between the Subordinated Notes and the Common Stock Warrants based on their relative fair values, with $5,108 allocated to the Subordinated Notes and $148,892 allocated to the Common Stock Warrants. The proceeds allocated to the Common Stock Warrants were recorded in additional paid-in capital on the accompanying condensed consolidated balance sheet as of December 31, 2020.

The allocation of the proceeds to the Common Stock Warrants resulted in a discount to the Subordinated Notes of $148,892. The Company amortized this discount through non-cash interest expense using the effective interest method, of which $0 and $83,752 was amortized during the three and nine months ended September 30, 2021, respectively, and included in the interest income (expense) in the condensed consolidated statement of operations.

On June 7, 2021, the holders of $132,383 in principal of the 2020 Subordinated Promissory Notes elected to exercise their warrants into 4,166,357 shares of common stock, with the principal from those notes applied to the exercise price of the warrants. The remaining $21,617 principal amount of the 2020 Subordinated Promissory Notes was repaid in cash and the related warrants to purchase 680,331 shares of common stock remain outstanding at September 30, 2021.

- 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://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (h)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Section 50
-Paragraph 1I
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-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
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-Section 50
-Paragraph 1I
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (g)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

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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-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (i)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

+ Details

Convertible Debentures

9 Months Ended

Sep. 30, 2021

Convertible Debenture [Abstract]

CONVERTIBLE DEBENTURES

CONVERTIBLE DEBENTURES

On June 7, 2021, the Company entered into a Securities Purchase Agreement with Sabby, under which the Company committed to sell, and Sabby agreed to purchase, an aggregate of $4,500,000 principal amount of debentures, of which $3,000,000 upon execution of the agreement and the remaining $1,500,000 within three trading days of the later of (i) the date that the Company files the Registration Statement with the SEC and (ii) the date that the Company files the registration statement registering the shares of Common Stock to be issued in the IPO.

On June 8, 2021, the Company issued a total of $3,000,000 of 7.5% Senior Secured Convertible Debentures (the “Convertible Debentures”) to Sabby. On August 4, 2021, the Company issued an additional $1,500,000 of Convertible Debentures upon the filing of a registration statement in an Initial Public Offering, which was filed on July 22, 2021. The Convertible Debentures are due on May 31, 2022 and secured by all of the Company’s assets except for the assets transferred to SpinCo. The Convertible Debentures’ principal amount is convertible, at the holder’s option, into the Company’s Series D Convertible Preferred Stock (Series D) at $1,000 conversion price per share. The Convertible Debenture will also automatically convert into Series D upon the effectiveness of an IPO. The Company is obligated to pay interest on the Convertible Debentures at the rate of 7.5% per annum, payable quarterly on January 1, April 1, July 1 and October 1, beginning on July 1, 2021, on each Conversion Date (as to that principal amount then being converted), on the Forced Conversion Date (as to that principal amount then being converted) and on the Maturity Date in cash.

For the three and nine months ended September 30, 2021, interest expense on the Convertible Debentures was $74,589 and $89,384, respectively.

The Company incurred $729,630 in issuance costs, including the fair value of the Dawson Warrants discussed further below, related to the Convertible Debentures, which were netted against the outstanding Convertible Debentures on the condensed consolidated balance sheet at September 30, 2021. The resulting discount is amortized over the term of the Convertible Debentures using the effective interest method. The Company recognized $163,076 and $204,032 of amortization of the discount during the three and nine months ended September 30, 2021, respectively, which was included within interest income (expense) in the condensed consolidated statement of operations.

Under the terms of the service agreement, the placement agent was entitled to warrants for the Company’s shares as compensation for its services in relation to the Sabby Investment. In August 2021, the Company issued the total of 225,000 warrants for the Company’s common stock to the placement agent (the “Dawson warrants”). The Dawson warrants are exercisable at any time from the earlier of May 23, 2022 and the six-month anniversary of the IPO date at the exercise price of $1.25 per share of common stock, and have a 5-year term. If the Company’s planned initial public offering of securities is abandoned on or before July 15, 2021, the number of warrant shares that can be purchased upon exercise of the Dawson Warrants will be reduced by 50% (provided that the exercise price per share shall remain unchanged). These warrants were accounted for as equity under ASC 815 – Derivatives and Hedging, and the grant date fair value was estimated to be $166,816 using Black-Scholes option pricing model and is included in issuance costs related to the Convertible Debentures.

Warrants

9 Months Ended

Sep. 30, 2021

Warrants Disclsoure [Abstract]

WARRANTS

WARRANTS

In March 2021, the Company granted to a financial advisor warrants to purchase 226,599 shares of the Company’s common stock as consideration for services in connection with the planned initial public offering (“IPO”). The warrants are exercisable at any time from the issuance date at the exercise price of $3.177 per share of common stock, subject to adjustment based on the amounts raised in the IPO, and have a 5-year term. These warrants were accounted for as equity under ASC 815 – Derivatives and Hedging, and the grant date fair value was estimated to be $180,339 using a Black-Scholes option pricing model and is included in deferred offering costs at September 30, 2021.

The terms of the advisory services agreement also provide for an incentive bonus of $200,000 payable upon closing of the IPO if such a closing occurs on or before January 31, 2022. This amount will be recognized as offering costs upon the IPO.

The following assumptions were used in the Black-Scholes option pricing model to estimate the fair value of the Common Stock Warrants granted during the three months ended September 30, 2021:

Risk-free interest rate			0.26% - 0.73%
Dividend rate			0%
Volatility			106.00%
Expected life (in years)			5

The Series B Warrants issued in conjunction with the Series B (see Note 8) were accounted for as a derivative liability under ASC 480 – Distinguishing Liabilities from Equity. The fair value of Series B Warrants at the issuance date in 2020 and 2019 was determined to be $16,787 and $106,250, respectively.

On June 1, 2021, as a result of the conversion of Series B into common stock (see Note 8), the outstanding 731 Series B Warrants were amended to become exercisable into 115,190 shares of common stock at an exercise price of $7.23 per share (“Amended Series B Warrants”). The Amended Series B Warrants were accounted for as equity and reclassified from liabilities into additional paid-in capital at the fair value of $145,953 as of the amendment date.

The following table summarizes information with regard to warrants outstanding at September 30, 2021:

		Shares				Exercisable for		Weighted Average Exercise Price				Weighted Average Remaining Life (in Years)
Common Stock Warrants			1,247,120			Common Stock		$	1.49				4.1

Stockholders' Equity

9 Months Ended

Sep. 30, 2021

Stockholders' Equity Note [Abstract]

STOCKHOLDERS' EQUITY

STOCKHOLDERS’ EQUITY

Preferred Stock

The Company’s Certificate of Incorporation, as amended on June 7, 2021, provided authorization for issuance of up to 35,000,000 shares, par value of $0.0001, of which 30,000,000 shares shall be common stock and 5,000,000 shares shall be preferred stock. The Certificate of Incorporation was amended on October 22, 2021 to increase the authorized shares for preferred and common stock to 5,000,000 and 100,000,000, respectively (see Note 10).

Prior to June 1, 2021, the Company had outstanding Series A redeemable, convertible preferred stock (“Series A”), Series B redeemable, convertible preferred stock (“Series B”), Series C redeemable, convertible preferred stock (“Series C”), collectively referred to as “Preferred Stock”.

In connection with the Financing (see Note 5), the Company issued 10,600 shares of Series A. The allocation of proceeds from the Financing was based on the relative fair values of the Notes and Series A resulting in the Series A being recorded at $476,651, net of $91,597 of issuance costs. The Series A were being accreted to the redemption value through December 31, 2021, the redemption date. Accretion of the Series A to redemption value, including the accretion of dividends and issuance costs, was $0 and $73,912 for the three and nine months ended September 30, 2021, respectively. Accretion of the Series A to redemption value, including the accretion of dividends and issuance costs, was $46,123 and $138,370 for the three and nine months ended September 30, 2020, respectively.

On April 5, 2019, the Company entered into Subscription Agreements for the issuance of Series B (the “Series B Financing”). In connection with the Series B Financing, the Company issued 4,455 shares of Series B at a purchase price of $361.50 per share. Gross proceeds from the Series B Financing were approximately $1,610,000. The Subscription Agreements also specified that purchasers investing $150,000 or more in Series B were to be issued a five year stock purchase warrant (“Series B Warrants”) exercisable into a total number of Series B shares equal to 15% of the purchase price divided by $361.50. A total of 622 Series B Warrants were issued in 2019 in connection with the Series B Financing.

In connection with the Series B Financing, in 2019 the Company entered into an Amended Subscription Agreement with an investor to issue additional Series B and warrants for committed proceeds up to $150,000, available to be drawn on within one year of the date of the closing of the offering. During 2019, the Company drew $100,000 of the committed amount and issued 277 shares of Series B and 41 Series B Warrants. Series B Warrants issued in 2019 expire between April 2024 and December 2024.

The remaining $50,000 commitment was drawn on in January 2020 and the Company issued 138 shares of Series B and 21 Series B Warrants. In July and August 2020, the Company issued additional 317 shares of Series B and 47 warrants to purchase Series B at an exercise price of $361.50 per share for gross proceeds of approximately $115,000. The Series B Warrants issued in 2020 expire between January and December 2025.

The Series B were subject to accretion to the redemption value through December 31, 2024, the redemption date. Accretion of the Series B to redemption value, including the accretion of dividends and issuance costs, was $0 and $33,994 for the three and nine months ended September 30, 2021, respectively. Accretion of the Series B to redemption value, including the accretion of dividends and issuance costs, was $20,396 and $61,189 for the three and nine months ended September 30, 2021, respectively.

On November 19, 2020, the Company entered into a Subscription Agreement for the issuance of Series C (the “Series C Financing”) with Toray. In connection with the Series C Financing, the Company issued 636 shares of Series C at a purchase price of $1,578.50 per share. Proceeds from the Series C Financing, net of issuance costs, were $994,832.

The Series C were being accreted to the redemption value through December 31, 2021, the redemption date. Accretion of the Series C to redemption value, including the accretion of dividends and issuance costs, was $0 and $19,961 for the three and nine months ended September 30, 2021.

On June 1, 2021, in connection with the debt financing by Sabby (see Note 6), the Company’s Series A were converted into 1,668,016 shares of common stock, Series B were converted into 816,226 shares of common stock, and Series C were converted into 100,081 shares of common stock. The conversion was effected through the joint consent of the Company’s Board of Directors and shareholders and was subject to and in accordance with the terms of the Certificates of Designation. As a result of the conversion, the temporary equity balances at the conversion date were reclassified into the stockholders’ equity.

The Series A ranked senior to Series B and Series C. Series B was pari passu with the Series C. Significant terms of the Series A, Series B and Series C (collectively, “Preferred Stock”) were as follows:

Voting

The holder of each share of Preferred Stock has the right to vote for each share of common stock into which such Preferred Stock could convert. Except as otherwise provided, the holders of Preferred Stock and Common Stock shall vote together as a single class.

Dividends

The holders of Preferred Stock shall be entitled to receive dividends at a rate per annum of 4%. Dividends shall accrue whether or not declared and are cumulative. The dividends shall be paid quarterly on the first day of March, June, September, and December only if and when declared by the Board of Directors. No dividends have been declared by the Company to date.

Liquidation Preference

In the event of any liquidation, dissolution or winding up of the Company, the holders of Series A shall be entitled to be paid out of the assets of the Company, after all creditors of the Company have been paid, before any payments shall be made to the holders of Series B, Series C and common stock, in the amount of the Original Offering Price per share, plus all accrued but unpaid dividends thereon. If insufficient assets and funds are available to permit payment to the Series A holders, then all available assets and funds shall be distributed to the Series A holders on a pro rata basis. All dividends accrued and unpaid to the date of such distribution shall be paid out of the assets of the Company before any distribution is made to the holders of any junior stock of the Company.

In the event of any liquidation, dissolution or winding up of the Company, the holders of Series B and Series C, which are pari passu stocks, shall be entitled to be paid out of the assets of the Company before any payments shall be made to the holders of the common stock, in the amount of the Original Offering Price per share, plus all accrued but unpaid dividends thereon. If insufficient assets and funds are available to permit payment to the Series B and Series C holders, then all available assets and funds shall be distributed to the Series B and Series C holders on a pro rata basis. All dividends accrued and unpaid to the date of such distribution shall be paid out of the assets of the Company before any distribution is made to the holders of any junior stock of the Company.

Conversion

Each share of Series A, Series B and Series C is entitled to convert into 157.36 shares of common stock at $0.64, $2.30 and $10.03 per share, respectively, at any time by the holder following issuance.

Redemption

If the Company has not had an Initial Public Offering, or has not been acquired by December 31, 2024, the Company will be required, upon request of the holders of at least two thirds of the outstanding shares, to redeem the outstanding Preferred Stock at the greater of (i) Original Offering Price, plus accrued dividends, or (ii) the fair market value as determined by an appraiser selected by Company who is reasonably acceptable to the holders of a majority of the outstanding Preferred Stock and paid for by the Company.

On June 7, 2021, the Company filed a certificate of designation of preferences, rights, and limitations with the state of Delaware for up to 4,500 shares of Series D convertible preferred stock (“Series D”). Each share of Series D shall have a par value of $0.0001 per share and a stated value equal to $1,000. There were no Series D issued or outstanding as of September 30, 2021. Significant terms of the Series D Preferred Stock are as follows:

Voting

The Series D shall have no voting rights.

Dividends

The holders shall be entitled to receive cumulative quarterly dividends at a rate of $7.5% per share per annum. The rate increases to 15% per share per annum after November 23, 2021. In the event of an IPO by the Company, no dividends shall accrue on the Preferred Stock following the IPO date.

Liquidation Preference

In the event of any liquidation, dissolution or winding up of the Company, the holders of Series D shall be entitled to be paid out of the assets of the Company, after all creditors of the Company have been paid, before any payments shall be made to the holders of Common Stock, in the amount equal to the Stated Value of $1,000 per share, plus all accrued but unpaid dividends thereon. If insufficient assets and funds are available to permit payment to the Series D holders, then all available assets and funds shall be distributed to the Series D holders on a pro rata basis.

Conversion

Each share of Series D shall be convertible into 1,000 shares of Common Stock at $1.00 per share at any time by the holder following issuance.

Stock Incentive Plans

In 2018, the Company adopted the 2018 Stock Incentive Plan (the “2018 Plan”) for employees, consultants, and directors. The 2018 Plan, which is administered by the Board of Directors, permits the Company to grant incentive and nonqualified stock options for the purchase of common stock, and restricted stock awards. The maximum number of shares reserved for issuance under the 2018 Plan is 629,440.

On July 6, 2021, the Company’s board of directors and stockholders approved and adopted the Bluejay Diagnostics, Inc. 2021 Stock Plan (the “2021 Plan”). A total of 1,960,000 shares of common stock were approved to be initially reserved for issuance under the 2021 Stock Plan. The Company can continue to issue shares under the 2018 Plan. At September 30, 2021, there were 1,770,000 and 253,614 shares available for grants under the 2021 and 2018 Plans, respectively.

The Company calculated the grant-date fair value of share-based awards granted during the nine-month period ended September 30, 2021 using the Black-Scholes model with the following assumptions:

Risk-free interest rate			0.78% – 1.33%
Expected dividend yield			0.00%
Volatility factor			88.60% – 106.00%
Expected life of option (in years)			5.00 – 6.00

The following is a summary of stock option activity for the nine months ended September 30, 2021:

	Number of Stock Options			Weighted Average Exercise Price Per Share		Weighted Average Remaining Contractual Life in Years		Aggregate Intrinsic Value
Outstanding at December 31, 2020		375,826		$	0.59		8.0	$	194,950
Granted		190,000			3.50
Exercised		(56,385	)		0.40				33,762
Cancelled / forfeited		(8,655	)		0.95
Outstanding at September 30, 2021		500,786		$	1.71		9.1	$	120,361
Exercisable at September 30, 2021		267,759		$	1.01		7.6	$	113,053

The weighted average grant date fair value of options granted during the nine months ended September 30, 2021 and 2020 was $0.63 per share and $0.65 per share, respectively

For the three and nine months ended September 30, 2021, the Company recorded stock-based compensation expense of $46,505 and $46,824, respectively. For the three and nine months ended September 30, 2020, the Company recorded stock-based compensation expense of $6,251 and $4,410, respectively..

At September 30, 2021, there was approximately $45,741 of unrecognized compensation expense related to non-vested stock option awards that are expected to be recognized over a weighted-average period of 1.3 years.

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-URI http://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (g)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-URI http://asc.fasb.org/topic&trid=2208762

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
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-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 16
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496180-112644

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (i)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Related Party Transactions

9 Months Ended

Sep. 30, 2021

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

LMBRI has board members in common with the Company. Funds were advanced to the Company by LMBRI for operational and Food and Drug Administration (“FDA”) pre-submission funding purposes since inception. Amounts payable to LMBRI from the Company at September 30, 2021 and December 31, 2020 were $115,102 and $125,102, respectively, and are included in due to related party on the condensed consolidated balance sheets. The outstanding balance due to LMBRI is payable upon demand.

The Company and LMBRI have entered into an Expense Sharing Agreement, whereby the Company will reimburse LMBRI monthly for certain shared expenses including insurance, rent, salaries, telephone, and other miscellaneous expenses. The Company is billed $4,000 monthly for these expenses. Such amounts are included in general and administrative expenses on the accompanying condensed consolidated statements of operations. The Company also issued Subordinated Notes and Common Stock Warrants to LMBRI in October 2020 as described in Note 5. The Company paid $3,303 in interest on the Subordinated notes in the nine months ended September 30, 2020.

The table below summarizes the amounts incurred and paid to LMBRI under the Expense Sharing Agreement during the three and nine months ended September 30, 2021 and 2020.

	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Expenses from LMBRI	$	12,000	$	8,000	$	–	$	39,097
Payments to LMBRI	$	12,000	$	4,000	$	49,303	$	12,000

Subsequent events

9 Months Ended

Sep. 30, 2021

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

10.

SUBSEQUENT EVENTS

Except as noted below, there were no subsequent events that were not disclosed in notes 1 and 8 to the condensed consolidated financial statements.

On October 21, 2021 the company filed its Amended and Restated certificate of incorporation to authorize the issuance of 105,000,000 shares, consisting of 100,000,000 shares of common stock and 5,000,000 shares of preferred stock. 4,500 share of Preferred Stock are designated as Series D Convertible Preferred Stock.

The Company completed its initial public offering (“IPO”) on November 10, 2021 (“IPO Date”), whereby it sold 2,160,000 Units, each Unit consisting of one share of the Company’s common stock, one warrant to purchase one share of common stock at an exercise price of $7.00 per share (“Class A Warrant”), and one warrant to purchase one share of common stock at an exercise price of $10.00 (“Class B Warrant”) (collectively, a “Unit”). Each Unit was sold at a price of $10.00. Each warrant contained within the Units is exercisable until the fifth anniversary of the IPO date, however, holders of Class B Warrants may exercise such warrants on a “cashless” basis after the earlier of (i) 10 trading days from closing date of the offering or (ii) the time when $10.0 million of volume is traded in our common stock, if the volume weighted average price of the Company’s common stock on any trading day on or after the closing date of the offering fails to exceed the exercise price of the Class B Warrant (subject to adjustment as described in the warrant agreement). The gross proceeds from the IPO were approximately $21.6 million and were offset by $2.8 million in offering costs (see note 10).

In connection with the IPO, all of the Company’s outstanding Convertible Debentures (see Note 6) automatically converted into 4.5 million shares of Series D Preferred Stock pursuant to the terms of the Convertible Debentures.

Pursuant to the underwriting agreement, to cover over-allotments in connection with the IPO, the Company granted the Underwriter a 45-day option to purchase up to 324,000 additional shares of common stock, and/or 324,000 additional Class A Warrants, and/or 324,000 additional Class B Warrants. The Underwriter partially exercised this option and purchased 324,000 Class A Warrants and 324,000 Class B Warrants at $0.005 per warrant at the IPO Date.

As described in more detail in Note 1, the Company completed its IPO on November 10, 2021, whereby it sold 2,160,000 Units, each Unit consisting of one share of the Company’s common stock, one warrant to purchase one share of common stock at an exercise price of $7.00 per share, and one warrant to purchase one share of common stock at an exercise price of $10.00 (collectively, a “Unit”). Each Unit was sold at a price of $10.00. Each warrant contained within the Units is exercisable until the fifth anniversary of the IPO date. The gross proceeds from the IPO were approximately $21.6 million and were offset by $2.8 million in offering costs.

In connection with the IPO, on November 10, 2021, all of the Company’s outstanding Convertible Debentures automatically converted into 4,500 shares of Series D Preferred Stock, which are convertible into 4.5 million shares of common stock pursuant to the terms of the Convertible Debentures. In November 2021, all Series D Preferred stock was converted into common stock.

Between November 10, 2021 and November 26, 2021, the holders of all the 4,500 outstanding shares of Series D Preferred Stock exercised their option to convert their preferred stock shares into 4,500,000 shares of common stock.

Between November 11, 2021 and December 1, 2021, the holders of 2,040,670 Class B Warrants exercised their warrants through this cashless exercise provision and received 2,040,670 of the Company’s common stock.

In November 2021, the terms of the Common Stock Warrants issued to the Subordinated Notes noteholders were amended to provide for cashless exercise (see Note 5).

Accounting Policies, by Policy (Policies)

9 Months Ended

Sep. 30, 2021

Accounting Policies [Abstract]

Useof estimates

Use of estimates

Derivative instruments

Derivative instruments

The Company values its outstanding warrants using the Black-Scholes option pricing model.

The fair value of the outstanding Series B redeemable preferred stock warrants (see Note 7) at June 1, 2021 and December 31, 2020 was based on the assumptions as follows:

	June 1,	December 31,
	2021	2020
Risk-free interest rate	0.31% - 0.56%	0.17% - 0.36%
Dividend rate	0%	0%
Volatility	88.60%	88.60%
Expected life (in years)	2.81– 4.22	3.23 – 4.64

Stock-based compensation

Stock-based compensation

The Company recognizes forfeitures related to employee share-based payments when they occur. Forfeited options are recorded as a reduction to stock compensation expense.

Research and development expenses

Research and development expenses

Redeemable Convertible Preferred Stock

Redeemable Convertible Preferred Stock

Segment Reporting

Segment Reporting

Net Loss per Share

Net Loss per Share

Potentially dilutive securities not included in the calculation of diluted net loss per share because to do so would be anti -dilutive are as follows (in common stock equivalent shares):

	September 30,
	2021		2020
Redeemable, convertible preferred stock		-		2,484,242
Options to purchase common stock		509,441		375,826
Warrants for common stock		1,255,775		-
Warrants for Series B redeemable, convertible preferred stock		-		115,030
Convertible debentures		4,500,000		-

Newly Adopted Accounting Standards

Newly Adopted Accounting Standards

Recently Issued Accounting Standards

Recently Issued Accounting Standards In May 2021, the FASB issued ASU 2021-04 Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (a consensus of the FASB Emerging Issues Task Force). The amendments in this update are effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early application is permitted, including in an interim period as of the beginning of the fiscal year that includes that interim period. The Company is currently evaluating the adoption date of this ASU and the impact, if any, adoption will have on its financial position and results of operations.

Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2021

Accounting Policies [Abstract]

Schedule of the grant-date fair value of share-based awards granted using the black-scholes model with the following assumptions

	June 1,	December 31,
	2021	2020
Risk-free interest rate	0.31% - 0.56%	0.17% - 0.36%
Dividend rate	0%	0%
Volatility	88.60%	88.60%
Expected life (in years)	2.81– 4.22	3.23 – 4.64

Schedule of diluted net loss per share

	September 30,
	2021		2020
Redeemable, convertible preferred stock		-		2,484,242
Options to purchase common stock		509,441		375,826
Warrants for common stock		1,255,775		-
Warrants for Series B redeemable, convertible preferred stock		-		115,030
Convertible debentures		4,500,000		-

Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2021

Fair Value Disclosures [Abstract]

Schedule of liabilities measured at fair value on a recurring basis

	December 31, 2020
	Level 1		Level 2		Level 3		Total
Liabilities
Derivative warrant liability	$	-	$	-	$	155,629	$	-
	$	-	$	-	$	155,629	$	-

Schedule of changes in level 3 liabilities measured at fair value on a recurring basis

	Warrant Liability

Balance at December 31, 2020	$	155,629
Issuance of Series B warrants		-
Unrealized gain		(9,676	)
Fair value of Series B warrants converted into warrants for common stock		(145,953	)
Balance at September 30, 2021	$	-

Warrants (Tables)

9 Months Ended

Sep. 30, 2021

Warrants Disclsoure [Abstract]

Schedule of black-scholes option pricing model

Risk-free interest rate			0.26% - 0.73%
Dividend rate			0%
Volatility			106.00%
Expected life (in years)			5

Schedule of summarizes warrants outstanding

		Shares				Exercisable for		Weighted Average Exercise Price				Weighted Average Remaining Life (in Years)
Common Stock Warrants			1,247,120			Common Stock		$	1.49				4.1

Stockholders' Equity (Tables)

9 Months Ended

Sep. 30, 2021

Stockholders' Equity Note [Abstract]

Schedule of grant-date fair value of share-based awards granted

Risk-free interest rate			0.78% – 1.33%
Expected dividend yield			0.00%
Volatility factor			88.60% – 106.00%
Expected life of option (in years)			5.00 – 6.00

Schedule of stock option activity

	Number of Stock Options			Weighted Average Exercise Price Per Share		Weighted Average Remaining Contractual Life in Years		Aggregate Intrinsic Value
Outstanding at December 31, 2020		375,826		$	0.59		8.0	$	194,950
Granted		190,000			3.50
Exercised		(56,385	)		0.40				33,762
Cancelled / forfeited		(8,655	)		0.95
Outstanding at September 30, 2021		500,786		$	1.71		9.1	$	120,361
Exercisable at September 30, 2021		267,759		$	1.01		7.6	$	113,053

Related Party Transactions (Tables)

9 Months Ended

Sep. 30, 2021

Schedule of summarizes the amounts incurred and paid to LMBRI under the Expense Sharing Agreement

	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Expenses from LMBRI	$	12,000	$	8,000	$	–	$	39,097
Payments to LMBRI	$	12,000	$	4,000	$	49,303	$	12,000

Nature of Operations and Basis of Presentation (Details) - USD ($)			9 Months Ended
	Nov. 10, 2021	Jun. 07, 2021	Sep. 30, 2021	Dec. 31, 2020
Nature of Operations and Basis of Presentation (Details) [Line Items]
Initial public offering , description	The Company completed its initial public offering (“IPO”) on November 10, 2021 (“IPO Date”), whereby it sold 2,160,000 Units. Each Unit was sold at a price of $10.00. The gross proceeds from the IPO were approximately $21.6 million and were offset by $2.8 million in offering costs (see note 10).
Stock dividend , description		On June 7, 2021, the Company’s Board of Directors declared a stock dividend of 2.15 shares of common stock for every share of common stock (“Stock Split”). This stock dividend was deemed a large stock dividend and was treated as a 1-for-3.15 stock split.
Stock dividend common stock		2.15
Unrestricted cash and cash equivalents			$ 2,300,000
Accumulated deficit			(6,234,290)	$ (4,206,488)
Accumulated Deficit [Member]
Nature of Operations and Basis of Presentation (Details) [Line Items]
Accumulated deficit			$ 6,200,000

- Definition

The cumulative amount of the reporting entity's undistributed earnings or deficit.

+ References + Details

Significant Accounting Policies (Details) - Schedule of fair value of the outstanding Series B redeemable preferred stock warrants	Jun. 01, 2021	Dec. 31, 2020
Significant Accounting Policies (Details) - Schedule of fair value of the outstanding Series B redeemable preferred stock warrants [Line Items]
Dividend rate	0.00%	0.00%
Volatility	88.60%	88.60%
Minimum [Member]
Significant Accounting Policies (Details) - Schedule of fair value of the outstanding Series B redeemable preferred stock warrants [Line Items]
Risk-free interest rate	0.31%	0.17%
Expected life (in years)	2 years 9 months 21 days	3 years 2 months 23 days
Maximum [Member]
Significant Accounting Policies (Details) - Schedule of fair value of the outstanding Series B redeemable preferred stock warrants [Line Items]
Risk-free interest rate	0.56%	0.36%
Expected life (in years)	4 years 2 months 19 days	4 years 7 months 20 days

Significant Accounting Policies (Details) - Schedule of diluted net loss per share - USD ($)	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
Schedule of diluted net loss per share [Abstract]
Redeemable, convertible preferred stock		$ 2,484,242
Options to purchase common stock	509,441	375,826
Warrants for common stock	1,255,775
Warrants for Series B redeemable, convertible preferred stock		115,030
Convertible debentures	$ 4,500,000

Business Agreements (Details) - USD ($)	9 Months Ended	12 Months Ended
Business Agreements (Details) - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Business Agreements (Details) [Line Items]
Accrued payments	$ 120,000	$ 240,000
Percentage of royalty payments	15.00%
Sale term	5 years
Royalty	$ 100,000
CRADA Agreement [Member]
Business Agreements (Details) [Line Items]
Commitment	76,350	$ 76,350
Toray Agreement [Member]
Business Agreements (Details) [Line Items]
Payments	$ 120,000
Second payment due	1 year
Minimum [Member]
Business Agreements (Details) [Line Items]
Royalty	$ 60,000

Fair Value Measurements (Details) - Schedule of liabilities measured at fair value on a recurring basis	Dec. 31, 2020 USD ($)
Liabilities
Derivative warrant liability
Derivative warrant liability total
Level 1 [Member]
Liabilities
Derivative warrant liability
Derivative warrant liability total
Level 2 [Member]
Liabilities
Derivative warrant liability
Derivative warrant liability total
Level 3 [Member]
Liabilities
Derivative warrant liability	155,629
Derivative warrant liability total	$ 155,629

Fair Value Measurements (Details) - Schedule of changes in level 3 liabilities measured at fair value on a recurring basis - Warrant liability [Member]	9 Months Ended
	Sep. 30, 2021 USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Balance	$ 155,629
Issuance of Series B warrants
Unrealized gain	(9,676)
Fair value of Series B warrants converted into warrants for common stock	(145,953)
Balance

Notes Payable (Details) - USD ($)			1 Months Ended				3 Months Ended		9 Months Ended
Notes Payable (Details) - USD ($)	Jun. 08, 2021	Jun. 07, 2021	Jun. 01, 2021	Mar. 31, 2021	Feb. 17, 2021	Oct. 22, 2020	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Jun. 22, 2022	Mar. 20, 2022	Dec. 31, 2019
Notes Payable (Details) [Line Items]
Issued units (in Shares)							106		106
Purchase price									$ 20,000
Unit purchase agreements									A Unit consisted of 100 shares of Series A redeemable, convertible preferred stock (“Series A”) at a purchase price of $100 per share (“Original Offering Price”) and $10,000 in notes payable (the “Notes”).
Notes payable							$ 10,000		$ 10,000
Aggregate principal amount		$ 132,383			$ 268,000
Interest accrued					2,010				53,000
Principal payment													$ 265,000
Gross proceeds from the financing							583,349		583,349
Amortization of the premium							0	$ 29,167	145,837	$ 87,502
Issuance costs									183,194
Discount notes							91,597		91,597
Amortization of the discount							$ 0	4,580	$ 22,899	13,740
Remaining principal balance					$ 580,000
Common stock, conversion rate (in Dollars per share)							$ 1		$ 1
Interest expense							$ 0	$ 9,897	$ 6,360	$ 34,462
Conversion Shares of common stock (in Shares)	580,000
Issuance of convertible debenture	$ 3,000,000
Gain on extinguishment of debt									6,360
Shares issued to the noteholders									580,000
Subordinated promissory notes issued						$ 154,000
Subordinated notes, accrued interest				8.00%
Subordinated notes, penalty interest				15.00%
Interest expense							0		$ 7,443
Common stock warrants issued (in Shares)									4,846,688
Exercisable term									5 years
Common stock warrant issued									$ 148,892
Subordinated notes issued							5,108		5,108
Non cash interest expense							0		$ 83,752
Shares of common stock (in Shares)		4,166,357							680,331
Principal balance							$ 21,617		$ 21,617
Sabby Agreement [Member]
Notes Payable (Details) [Line Items]
Gross proceeds from the financing									$ 3,000,000
LMBRI [Member]
Notes Payable (Details) [Line Items]
Shares issued						$ 30,000
Shares issued (in Shares)							944,160		944,160
Black Scholes Option Pricing Model [Member]
Notes Payable (Details) [Line Items]
Common stock warrant issued									$ 4,488,570
Convertible Debt [Member]
Notes Payable (Details) [Line Items]
Conversion amount									$ 586,360
Forecast [Member]
Notes Payable (Details) [Line Items]
Aggregate principal amount											$ 130,000	$ 930,000
Series A Preferred Stock [Member]
Notes Payable (Details) [Line Items]
Shares Redeemable (in Shares)									100
Share price (in Dollars per share)							$ 100		$ 100
Gross proceeds from the financing									$ 2,120,000
Relative fair values							$ 1,643,349		1,643,349
Fair values allocated to the notes							476,651		476,651
Remaining proceeds							91,597		91,597
Common stock warrant issued			$ 476,651
Subordinated Debt [Member]
Notes Payable (Details) [Line Items]
Subordinated notes issued							$ 148,892		$ 148,892
Minimum [Member]
Notes Payable (Details) [Line Items]
Interest rate							5.00%		5.00%
Maximum [Member]
Notes Payable (Details) [Line Items]
Interest rate							7.00%		7.00%
Measurement Input, Exercise Price [Member]
Notes Payable (Details) [Line Items]
Exercise price (in Dollars per share)									$ 0.03

Convertible Debentures (Details) - USD ($)				1 Months Ended		3 Months Ended	9 Months Ended
Convertible Debentures (Details) - USD ($)	Nov. 10, 2021	Jun. 08, 2021	Jun. 07, 2021	May 23, 2022	Aug. 31, 2021	Sep. 30, 2021	Sep. 30, 2021	Aug. 04, 2021	Dec. 31, 2020
Convertible Debentures (Details) [Line Items]
Debt issued			$ 4,500,000
Execution agreement amount			3,000,000
Remaining amount			$ 1,500,000
Issuance of convertible debenture		$ 3,000,000
Senior secured convertible debentures percentage		7.50%
Additional convertible debentures						$ 3,974,374	$ 3,974,374	$ 1,500,000
Conversion price per share (in Dollars per share)						$ 1	$ 1
Description of the conversion feature							The Company is obligated to pay interest on the Convertible Debentures at the rate of 7.5% per annum, payable quarterly on January 1, April 1, July 1 and October 1, beginning on July 1, 2021, on each Conversion Date (as to that principal amount then being converted), on the Forced Conversion Date (as to that principal amount then being converted) and on the Maturity Date in cash.
Interest expense on convertible debentures						$ 74,589	$ 89,384
Debt issuance costs						729,630	729,630
Recognized amortization						$ 163,076	$ 204,032
Company issued total amount					$ 225,000
Dawson Warrants percentage							50.00%
Fair value estimated	$ 166,816
IPO [Member] \| Subsequent Event [Member]
Convertible Debentures (Details) [Line Items]
Exercise price per share (in Shares)				1.25
Series D [Member]
Convertible Debentures (Details) [Line Items]
Conversion price per share (in Dollars per share)		$ 1,000

Warrants (Details) - USD ($)		1 Months Ended		9 Months Ended	12 Months Ended
Warrants (Details) - USD ($)	Jun. 01, 2021	Jan. 31, 2022	Mar. 31, 2021	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
Warrants (Details) [Line Items]
Warrants issued				$ 148,892
Warrant [Member]
Warrants (Details) [Line Items]
Warrant to purchase shares (in Shares)			226,599
Issuance exercise per share price (in Dollars per share)			$ 3.177
Warrants issued				$ 180,339
IPO [Member] \| Warrant [Member]
Warrants (Details) [Line Items]
Warrant term			5 years
Series B Warrants [Member]
Warrants (Details) [Line Items]
Issuance exercise per share price (in Dollars per share)	$ 7.23
Warrants issued					$ 16,787	$ 106,250
Common stock exercisable shares (in Shares)	115,190
Fair value of warrants	$ 145,953
Forecast [Member]
Warrants (Details) [Line Items]
Payable amount		$ 200,000

Warrants (Details) - Schedule of black-scholes option pricing model - Warrant [Member]	3 Months Ended
	Sep. 30, 2021
Warrants (Details) - Schedule of black-scholes option pricing model [Line Items]
Dividend rate	0.00%
Volatility	106.00%
Expected life (in years)	5 years
Minimum [Member]
Warrants (Details) - Schedule of black-scholes option pricing model [Line Items]
Risk-free interest rate	0.26%
Maximum [Member]
Warrants (Details) - Schedule of black-scholes option pricing model [Line Items]
Risk-free interest rate	0.73%

Warrants (Details) - Schedule of summarizes warrants outstanding	9 Months Ended
	Sep. 30, 2021 $ / shares shares
Schedule of summarizes warrants outstanding [Abstract]
Common Stock Warrants Shares \| shares	1,247,120
Common Stock Warrants Weighted Average Remaining Life (in Years)	4 years 1 month 6 days
Common Stock Warrants Weighted Average Exercise Price \| $ / shares	$ 1.49

Stockholders' Equity (Details) - USD ($)			1 Months Ended						3 Months Ended						9 Months Ended		12 Months Ended
Stockholders' Equity (Details) - USD ($)	Jan. 31, 2020	Apr. 05, 2019	Jun. 01, 2021	Nov. 19, 2020	Aug. 31, 2020	Aug. 31, 2020	Jul. 31, 2020	Jul. 31, 2020	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2019	Dec. 31, 2018	Nov. 10, 2021	Oct. 22, 2021	Jul. 07, 2021	Jun. 07, 2021	Dec. 31, 2020
Stockholders' Equity (Details) [Line Items]
Preferred and common share authorized (in Shares)																					35,000,000
Preferred stock, par value (in Dollars per share)																					$ 0.0001
Common stock, shares authorized (in Shares)									30,000,000						30,000,000					100,000,000	30,000,000		30,000,000
Preferred stock, shares authorized (in Shares)																				5,000,000	5,000,000
Stock value															$ 148,892
Subscription agreement, description		The Subscription Agreements also specified that purchasers investing $150,000 or more in Series B were to be issued a five year stock purchase warrant (“Series B Warrants”) exercisable into a total number of Series B shares equal to 15% of the purchase price divided by $361.50. A total of 622 Series B Warrants were issued in 2019 in connection with the Series B Financing.
Drawn amount																	$ 100,000
Remaining subscription commitment	$ 50,000
Issuance costs									$ 729,630						$ 729,630
Converted shares of common stock (in Shares)									157.36						157.36
Preferred stock dividends rate															4.00%
Preferred stock liquidation preference stated value									$ 1,000						$ 1,000
Stock-based compensation expense									46,505	$ 155	$ 164	$ 6,251	$ 679	$ (2,520)	46,824	$ 4,410
Unrecognized compensation expense related to non-vested stock option									45,741						$ 45,741
Weighted-average period															1 year 3 months 18 days
Common Stock [Member]
Stockholders' Equity (Details) [Line Items]
Fair value price per share (in Dollars per share)															$ 0.63	$ 0.65
Stock-based compensation expense
2018 Stock Incentive Plan [Member]
Stockholders' Equity (Details) [Line Items]
Stock incentive plan, description																		the Company adopted the 2018 Stock Incentive Plan (the “2018 Plan”) for employees, consultants, and directors. The 2018 Plan, which is administered by the Board of Directors, permits the Company to grant incentive and nonqualified stock options for the purchase of common stock, and restricted stock awards. The maximum number of shares reserved for issuance under the 2018 Plan is 629,440.On July 6, 2021, the Company’s board of directors and stockholders approved and adopted the Bluejay Diagnostics, Inc. 2021 Stock Plan (the “2021 Plan”). A total of 1,960,000 shares of common stock were approved to be initially reserved for issuance under the 2021 Stock Plan. The Company can continue to issue shares under the 2018 Plan. At September 30, 2021, there were 1,770,000 and 253,614 shares available for grants under the 2021 and 2018 Plans, respectively.
Series A [Member]
Stockholders' Equity (Details) [Line Items]
Preferred stock, par value (in Dollars per share)									$ 0.0001						$ 0.0001								$ 0.0001
Preferred stock, shares authorized (in Shares)									10,600						10,600								10,600
Shares issued (in Shares)			10,600
Stock value			$ 476,651
Issuance costs			$ 91,597
Accretion of dividends									$ 0			46,123
Value of issuance costs															$ 73,912	$ 138,370
Exercise price (in Dollars per share)									$ 100						$ 100
Converted shares of common stock (in Shares)			1,668,016
Conversion price, per share (in Dollars per share)									0.64						0.64
Series B [Member]
Stockholders' Equity (Details) [Line Items]
Preferred stock, par value (in Dollars per share)									$ 0.0001						$ 0.0001								$ 0.0001
Preferred stock, shares authorized (in Shares)									5,918						5,918								5,918
Shares issued (in Shares)	138	4,455			317	317	317	317
Accretion of dividends									$ 0			20,396
Purchase price per share (in Dollars per share)		$ 361.5
Gross proceeds		$ 1,610,000			$ 115,000			$ 115,000
Investing amount		$ 150,000
Stock purchase term		5 years
Warrants issued (in Shares)																	277
Exercise price (in Dollars per share)					$ 361.5	$ 361.5	$ 361.5	$ 361.5
Issuance costs									$ 33,994			$ 61,189			$ 33,994	$ 61,189
Converted shares of common stock (in Shares)			816,226
Conversion price, per share (in Dollars per share)									$ 2.3						$ 2.3
Series B Financing [Member]
Stockholders' Equity (Details) [Line Items]
Warrants issued (in Shares)																	622
Committed proceeds																	$ 150,000
Series B Warrants [Member]
Stockholders' Equity (Details) [Line Items]
Shares issued (in Shares)																	41
Warrants issued (in Shares)	21					47	47
Warrants Issued, Description															The Series B Warrants issued in 2020 expire between January and December 2025.		Series B Warrants issued in 2019 expire between April 2024 and December 2024.
Series C [Member]
Stockholders' Equity (Details) [Line Items]
Preferred stock, par value (in Dollars per share)									$ 0.0001						$ 0.0001								$ 0.0001
Preferred stock, shares authorized (in Shares)									636						636								636
Shares issued (in Shares)				636
Purchase price per share (in Dollars per share)				$ 1,578.5
Accretion of dividends and issuance costs									$ 0						$ 19,961
Converted shares of common stock (in Shares)			100,081
Conversion price, per share (in Dollars per share)									$ 10.03						$ 10.03
Series C Financing [Member]
Stockholders' Equity (Details) [Line Items]
Proceeds from net of issuance costs				$ 994,832
Series D [Member]
Stockholders' Equity (Details) [Line Items]
Preferred stock, par value (in Dollars per share)																						$ 0.0001
Preferred stock, shares authorized (in Shares)																						4,500
Shares issued (in Shares)																			4,500
Converted shares of common stock (in Shares)									1,000						1,000
Conversion price, per share (in Dollars per share)									$ 1						$ 1
Preferred stock stated value																						$ 1,000
Cumulative Preferred Stock [Member]
Stockholders' Equity (Details) [Line Items]
Preferred stock dividends rate															7.50%
Cumulative Preferred Stock [Member] \| Maximum [Member]
Stockholders' Equity (Details) [Line Items]
Preferred stock dividends rate															15.00%

Stockholders' Equity (Details) - Schedule of grant-date fair value of share-based awards granted	9 Months Ended
	Sep. 30, 2021
Stockholders' Equity (Details) - Schedule of grant-date fair value of share-based awards granted [Line Items]
Expected dividend yield	0.00%
Minimum [Member]
Stockholders' Equity (Details) - Schedule of grant-date fair value of share-based awards granted [Line Items]
Risk-free interest rate	0.78%
Volatility factor	88.60%
Expected life of option (in years)	5 years
Maximum [Member]
Stockholders' Equity (Details) - Schedule of grant-date fair value of share-based awards granted [Line Items]
Risk-free interest rate	1.33%
Volatility factor	106.00%
Expected life of option (in years)	6 years

Stockholders' Equity (Details) - Schedule of stock option activity	9 Months Ended
	Sep. 30, 2021 USD ($) $ / shares shares
Schedule of stock option activity [Abstract]
Number of Stock Options , Beginning outstanding \| shares	375,826
Weighted Average Exercise Price Per Share , Beginning outstanding \| $ / shares	$ 0.59
Weighted Average Remaining Contractual Life in Years , Beginning outstanding	8 years
Aggregate Intrinsic Value , Beginning outstanding \| $	$ 194,950
Number of Stock Options , Ending outstanding \| shares	500,786
Weighted Average Exercise Price Per Share , Ending outstanding \| $ / shares	$ 1.71
Weighted Average Remaining Contractual Life in Years , Ending outstanding	9 years 1 month 6 days
Aggregate Intrinsic Value , Ending outstanding \| $	$ 120,361
Number of Stock Options , Exercisable \| shares	267,759
Weighted Average Exercise Price Per Share , Exercisable \| $ / shares	$ 1.01
Weighted Average Remaining Contractual Life in Years , Exercisable	7 years 7 months 6 days
Aggregate Intrinsic Value , Exercisable \| $	$ 113,053
Number of Stock Options , Granted \| shares	190,000
Weighted Average Exercise Price Per Share , Granted \| $ / shares	$ 3.5
Number of Stock Options , Exercised \| shares	(56,385)
Weighted Average Exercise Price Per Share , Exercised \| $ / shares	$ 0.4
Aggregate Intrinsic Value , Exercised \| $	$ 33,762
Number of Stock Options , Cancelled \| shares	(8,655)
Weighted Average Exercise Price Per Share , Cancelled / forfeited \| $ / shares	$ 0.95

Related Party Transactions (Details) - LMBRI [Member] - USD ($)	9 Months Ended
	Sep. 30, 2021	Dec. 31, 2020
Related Party Transactions (Details) [Line Items]
Due to related party	$ 115,102	$ 125,102
Amount billed for expenses	4,000
Interest paid to a related party	$ 3,303

- Definition

Carrying amount as of the balance sheet date of obligations due all related parties. For classified balance sheets, represents the current portion of such liabilities (due within one year or within the normal operating cycle if longer).

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(C))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 850
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(B))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756

Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.19(a))
-URI http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(k)(1))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756

+ Details

Related Party Transactions (Details) - Schedule of summarizes the amounts incurred and paid to LMBRI under the Expense Sharing Agreement - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Schedule of summarizes the amounts incurred and paid to LMBRI under the Expense Sharing Agreement [Abstract]
Expenses from LMBRI (in Dollars)	$ 12,000	$ 8,000		$ 39,097
Payments to LMBRI	12,000	4,000	49,303	12,000

Subsequent events (Details) - shares					1 Months Ended	9 Months Ended
Subsequent events (Details) - shares	Dec. 01, 2021	Nov. 11, 2021	Nov. 10, 2021	Jun. 07, 2021	Nov. 26, 2021	Sep. 30, 2021	Oct. 21, 2021
Subsequent events (Details) [Line Items]
Shares of common stock				4,166,357		680,331
Subsequent Event [Member]
Subsequent events (Details) [Line Items]
Authorization of shares							105,000,000
Subsequent Event, Description			The Company completed its initial public offering (“IPO”) on November 10, 2021 (“IPO Date”), whereby it sold 2,160,000 Units, each Unit consisting of one share of the Company’s common stock, one warrant to purchase one share of common stock at an exercise price of $7.00 per share (“Class A Warrant”), and one warrant to purchase one share of common stock at an exercise price of $10.00 (“Class B Warrant”) (collectively, a “Unit”). Each Unit was sold at a price of $10.00. Each warrant contained within the Units is exercisable until the fifth anniversary of the IPO date, however, holders of Class B Warrants may exercise such warrants on a “cashless” basis after the earlier of (i) 10 trading days from closing date of the offering or (ii) the time when $10.0 million of volume is traded in our common stock, if the volume weighted average price of the Company’s common stock on any trading day on or after the closing date of the offering fails to exceed the exercise price of the Class B Warrant (subject to adjustment as described in the warrant agreement). The gross proceeds from the IPO were approximately $21.6 million and were offset by $2.8 million in offering costs (see note 10). In connection with the IPO, all of the Company’s outstanding Convertible Debentures (see Note 6) automatically converted into 4.5 million shares of Series D Preferred Stock pursuant to the terms of the Convertible Debentures. Pursuant to the underwriting agreement, to cover over-allotments in connection with the IPO, the Company granted the Underwriter a 45-day option to purchase up to 324,000 additional shares of common stock, and/or 324,000 additional Class A Warrants, and/or 324,000 additional Class B Warrants. The Underwriter partially exercised this option and purchased 324,000 Class A Warrants and 324,000 Class B Warrants at $0.005 per warrant at the IPO Date. As described in more detail in Note 1, the Company completed its IPO on November 10, 2021, whereby it sold 2,160,000 Units, each Unit consisting of one share of the Company’s common stock, one warrant to purchase one share of common stock at an exercise price of $7.00 per share, and one warrant to purchase one share of common stock at an exercise price of $10.00 (collectively, a “Unit”). Each Unit was sold at a price of $10.00. Each warrant contained within the Units is exercisable until the fifth anniversary of the IPO date. The gross proceeds from the IPO were approximately $21.6 million and were offset by $2.8 million in offering costs.
Outstanding shares					4,500
Shares of common stock					4,500,000
Warrants exercised	2,040,670
Cashless exercise provision	2,040,670
Common Stock [Member] \| Subsequent Event [Member]
Subsequent events (Details) [Line Items]
Authorization of shares							100,000,000
Shares of common stock			4,500,000
Cashless exercise provision		2,040,670
Preferred Stock [Member] \| Subsequent Event [Member]
Subsequent events (Details) [Line Items]
Authorization of shares							5,000,000
IPO [Member]
Subsequent events (Details) [Line Items]
Subsequent Event, Description						the Company granted the Underwriter a 45-day option to purchase up to 324,000 additional shares of common stock, and/or 324,000 additional Class A Warrants, and/or 324,000 additional Class B Warrants. The Underwriter partially exercised this option and purchased 324,000 Class A Warrants and 324,000 Class B Warrants at $0.005 per warrant at the IPO Date.
IPO [Member] \| Subsequent Event [Member]
Subsequent events (Details) [Line Items]
Subsequent Event, Description			the Company completed its IPO on November 10, 2021, whereby it sold 2,160,000 Units, each Unit consisting of one share of the Company’s common stock, one warrant to purchase one share of common stock at an exercise price of $7.00 per share, and one warrant to purchase one share of common stock at an exercise price of $10.00 (collectively, a “Unit”). Each Unit was sold at a price of $10.00. Each warrant contained within the Units is exercisable until the fifth anniversary of the IPO date. The gross proceeds from the IPO were approximately $21.6 million and were offset by $2.8 million in offering costs.
Series D Convertible Preferred Stock [Member] \| Subsequent Event [Member]
Subsequent events (Details) [Line Items]
Preferred shares issued							4,500
Series D Preferred Stock [Member]
Subsequent events (Details) [Line Items]
Shares issuance			4,500
Series D Preferred Stock [Member] \| Subsequent Event [Member]
Subsequent events (Details) [Line Items]
Shares issuance			4,500,000
Outstanding shares			4,500
Convertible Common Stock [Member]
Subsequent events (Details) [Line Items]
Shares issuance			4,500,000
Class B Common Stock [Member] \| Subsequent Event [Member]
Subsequent events (Details) [Line Items]
Warrants exercised		2,040,670