0001213900-22-011417 | 10-K | XBRL Viewer

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Consolidated Balance Sheets - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Current assets:
Cash and cash equivalents	$ 19,047,778	$ 912,361
Inventory		84,762
Prepaid expenses and other current assets	1,612,708	61,071
Total current assets	20,660,486	1,058,194
Property and equipment, net	337,366	459,138
Other non-current assets	21,019
Total assets	21,018,871	1,517,332
Current liabilities:
Accounts payable	295,778	374,928
Due to related party	2,000	125,102
Accrued expenses and other current liabilities	339,384	133,820
Notes payable, net		1,041,186
Note payable, Paycheck Protection Program		14,725
Derivative warrant liability		155,629
Total liabilities	637,162	1,845,390
Commitments and Contingencies (See Note 13)
Series A redeemable, convertible preferred stock, $0.0001 par value; 10,600 shares authorized; 0 and 10,600 shares issued and outstanding at December 31, 2021 and 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 December 31, 2021 and 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 December 31, 2021 and 2020, respectively		1,000,465
Stockholders’ equity (deficit):
Common stock, $0.0001 par value; 100,000,000 shares authorized; 20,112,244 and 3,147,200 shares issued and outstanding at December 31, 2021 and 2020, respectively	2,011	315
Additional paid-in capital	28,074,484
Accumulated deficit	(7,694,786)	(4,206,488)
Total stockholders’ equity (deficit)	20,381,709	(4,206,173)
Total liabilities, redeemable, convertible preferred stocks and stockholders’ equity (deficit)	$ 21,018,871	$ 1,517,332

Consolidated Balance Sheets (Parentheticals) - $ / shares	Dec. 31, 2021	Dec. 31, 2020
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	20,112,244	3,147,200
Common stock, shares outstanding	20,112,244	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

Consolidated Statements of Operations - USD ($)	12 Months Ended
Consolidated Statements of Operations - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Operating expenses:
Research and development	$ 1,147,955	$ 527,253
General and administrative	1,792,482	596,116
Marketing and business development	289,726	73,022
Total operating expenses	3,230,163	1,196,391
Operating loss	(3,230,163)	(1,196,391)
Other income (expense):
Gain on forgiveness of note payable, Paycheck Protection Program	5,000	102,000
Derivative warrant liability gain (loss)	9,676	(42,434)
Interest expense, net of amortization of premium	(367,459)	(26,997)
State grant income	75,000
Other income	19,648	5,537
Total other income (expense), net	(258,135)	38,106
Net loss	$ (3,488,298)	$ (1,158,285)
Net loss per share - Basic and diluted (in Dollars per share)	$ (0.41)	$ (0.37)
Weighted average common shares outstanding:
Basic and diluted (in Shares)	8,522,422	3,147,200

Statements of Changes in Redeemable Preferred Stock and Stockholders’ Equity (Deficit) - USD ($)	Series A Redeemable, Convertible Preferred Stock	Series B Redeemable, Convertible Preferred Stock	Series C Redeemable, Convertible Preferred Stock	Series D Redeemable, Convertible Preferred Stock	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Total
Balance at December 31, 2019 at Dec. 31, 2019	$ 892,809	$ 1,575,321			$ 315		$ (2,932,753)	$ (2,932,438)
Balance at December 31, 2019 (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		$ 160,228
Issuance of Series B redeemable, convertible preferred stock, net of issuance costs of $4,570 (in Shares)		455
Issuance of Series C redeemable, convertible preferred stock, net of issuance costs of $8,776			$ 994,832
Issuance of Series C redeemable, convertible preferred stock, net of issuance costs of $8,776 (in Shares)			636
Reclassification of derivative warrant liability		(16,787)
Accretion of redeemable, convertible preferred stock to redemption value	184,494	81,585	5,633			(156,262)	(115,450)	(271,712)
Allocation of proceeds to common stock warrants						148,892		148,892
Stock-based compensation expense						7,370		3,730
Net loss							(1,158,285)	(1,158,285)
Balance at ending at Dec. 31, 2020	$ 1,077,303	$ 1,800,347	$ 1,000,465		$ 315		(4,206,488)	(4,206,173)
Balance at ending (in Shares) at Dec. 31, 2020	10,600	5,187	636		3,147,200
Exercise of common stock warrants					$ 471	140,990		141,461
Exercise of common stock warrants (in Shares)					4,715,836
Conversion of convertible debentures into Series D preferred stock			4,500
Conversion of convertible debentures into Series D preferred stock (in Shares)				4,036,535
Conversion of redeemable, convertible preferred stock into common stock	$ (1,151,215)	$ (1,834,341)	$ (1,020,426)	$ (4,036,535)	$ 708	8,041,809		8,042,517
Conversion of redeemable, convertible preferred stock into common stock (in Shares)	(10,600)	(5,187)	(636)	(4,500)	7,084,323
Fair value of warrants issued for services						180,339		180,339
Fair value of warrants issued to placement agent in relation to the Convertible debentures						166,816		166,816
Conversion of Amended 2017 Convertible Notes into common stock					$ 58	579,942		580,000
Conversion of Amended 2017 Convertible Notes into common stock (in Shares)					580,000
Reclassification of Series B Warrants						145,953		145,953
Issuance of common stock from exercise of stock options					$ 6	22,617		22,623
Issuance of common stock from exercise of stock options (in Shares)					56,385
Issuance of common stock in initial public offering, net of offering costs of $2,750,601					$ 216	18,855,663		18,855,879
Issuance of common stock in initial public offering, net of offering costs of $2,750,601 (in Shares)					2,160,000
Issuance of common stock from exercise of warrants					$ 237	(237)
Issuance of common stock from exercise of warrants (in Shares)					2,368,500
Accretion of redeemable, convertible preferred stock to redemption value	73,912	33,994	19,961			(127,866)		(127,866)
Stock-based compensation expense						68,458		68,458
Net loss							(3,488,298)	(3,488,298)
Balance at ending at Dec. 31, 2021					$ 2,011	$ 28,074,484	$ (7,694,786)	$ 20,381,709
Balance at ending (in Shares) at Dec. 31, 2021					20,112,244

Statements of Changes in Redeemable Preferred Stock and Stockholders’ Equity (Deficit) (Parentheticals) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Common stock , net of offering costs	$ 2,750,601
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

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
Consolidated Statements of Cash Flows - USD ($)	Dec. 31, 2021	Dec. 31, 2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss	$ (3,488,298)	$ (1,158,285)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense	145,719	157,039
Stock-based compensation expense	68,458	7,370
Issuance of warrants for service	180,339
Gain on forgiveness of note payable, Paycheck Protection Program	(5,000)	(102,000)
Non-cash interest expense	227,007	(51,530)
(Gain) loss on revaluation of derivative warrant liability	(9,676)	42,434
Changes in operating assets and liabilities:
Accounts receivable		645
Inventory	84,762	38,746
Prepaid expenses and other current assets	(1,551,637)	19,106
Non-current assets	(21,019)
Accounts payable	(79,150)	345,803
Due to related party	(123,102)	39,097
Accrued expenses	204,839	152,865
Net cash used in operating activities	(4,366,758)	(508,710)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment	(23,947)
Net cash used in investing activities	(23,947)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments of principal on notes payable	(289,617)
Payments of convertible debenture issuance costs	(562,842)
Proceeds from initial public offering, net of offering costs	18,855,879
Proceeds from issuance of convertible debentures	4,500,000
Proceeds from issuance of Series B redeemable, convertible preferred stock, net of issuance costs		60,228
Proceeds from issuance of Series C redeemable, convertible preferred stock, net of issuance costs		994,832
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 common stock warrants	9,079
Proceeds from exercise of stock options	22,623
Net cash provided by financing activities	22,526,122	1,325,060
Increase in cash and cash equivalents	18,135,417	816,350
Cash and cash equivalents, beginning of year	912,361	96,011
Cash and cash equivalents, end of year	19,047,778	912,361
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION AND NON-CASH FINANCING ACTIVITIES
Interest paid	150,228	53,240
Exercise of warrants through debt principal conversion	132,383
Conversion of convertible debentures into preferred stock	4,500,000
Conversion of preferred stock into common stock	8,505,982
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
Relative fair value of warrants for common stock issued in connection with notes payable		148,892
Fair value of warrants issued to underwriters	2,939,327
Series A Redeemable, Convertible Preferred Stock
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION AND NON-CASH FINANCING ACTIVITIES
Accretion of Series A redeemable, convertible preferred stock dividend	17,667	42,400
Accretion of Series redeemable, convertible preferred stock issuance costs	56,245	143,094
Series B Redeemable, Convertible Preferred Stock
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION AND NON-CASH FINANCING ACTIVITIES
Accretion of Series A redeemable, convertible preferred stock dividend	31,258	74,018
Accretion of Series redeemable, convertible preferred stock issuance costs	2,736	6,567
Series C Redeemable, Convertible Preferred Stock
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION AND NON-CASH FINANCING ACTIVITIES
Accretion of Series A redeemable, convertible preferred stock dividend	16,727	4,619
Accretion of Series redeemable, convertible preferred stock issuance costs	$ 3,234	$ 1,014

Nature of Operations and Basis of Presentation

12 Months Ended

Dec. 31, 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”), which commenced its activities on March 20, 2015, is incorporated under the laws of the State of Delaware.

The Company is a diagnostic company that aims to develop and market a more cost efficient, rapid, near patient product for triage, diagnosis and monitoring of disease progression

The Company is 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 hsTNT/I for myocardial injury and NT-proBNP for cardiac 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 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). Additionally, the underwriter of the IPO exercised their overallotment option, solely with respect to the Class A Warrants and Class B Warrants, shortly after the IPO date resulting in an additional issuance of 324,000 Class A Warrants and 324,000 Class B Warrants. The gross proceeds from the IPO were approximately $21.6 million and were offset by $2.8 million in offering costs.

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 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. 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.

Liquidity

Since its inception, the Company has devoted substantially all of its efforts to business planning, 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 December 31, 2021, the Company had $19.0 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 from the issuance of this report. However, the Company has experienced net losses and negative cash flows from operating activities since its inception and has an accumulated deficit of $7.7 million as of December 31, 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 generating 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.

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) and include all adjustments necessary for the presentation of the Company’s consolidated financial position, results of operations and cash flows for the periods presented. The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All intercompany balances and transactions have been eliminated in consolidation.

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. This stock dividend was deemed a large stock dividend and was treated as a 1-for-3.15 stock split (“Stock Split”). The common stock shares and per share amounts (other than authorized shares) in these consolidated financial statements and related notes have been retroactively restated to reflect the stock dividend for all periods presented.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts and disclosures reported in these consolidated financial statements and accompanying notes. Actual results could differ materially from those estimates. The Company believes judgment is involved in accounting for the fair value-based measurement of stock-based compensation, accruals, convertible notes and warrants. The Company evaluates its estimates and assumptions as facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ from these estimates and assumptions, and those differences could be material to the consolidated financial statements.

Cash and cash equivalents

The Company considers all highly liquid investments with maturities of three months or less at the date of purchase to be cash equivalents. The Company maintains its cash in bank deposit accounts which, at times, may exceed the federal insurance limit.

Concentration of Credit Risk

Cash, and cash equivalents consist of financial instruments that potentially subject the Company to a concentration of credit risk in the event of a default by the related financial institution holding the securities, to the extent of the value recorded in the balance sheet. The Company invests cash that is not required for immediate operating needs primarily in highly liquid instruments with lower credit risk.

Research and Development Expenses

Development costs incurred in the research and development of new products are expensed as incurred. Research and development costs include, but are not limited to, salaries, benefits, stock-based compensation, laboratory supplies, fees for professional service providers and costs associated with product development efforts, including preclinical studies and clinical trials.

The Company estimates preclinical study and clinical trial expenses based on the services performed, pursuant to contracts with research institutions and clinical research organizations that conduct and manage preclinical studies and clinical trials on its behalf. In accruing service fees, the Company estimates the time period over which services will be performed and the level of effort to be expended in each period. If the actual timing of the performance of services or the level of effort varies from the estimate, the Company will adjust the accrual accordingly. Payments made to third parties under these arrangements in advance of the receipt of the related services are recorded as prepaid expenses until the services are rendered.

Derivative instruments

The Company 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.

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.

Fair Value Measurements

The Company applies a three-level valuation hierarchy for fair value measurements. The categorization of assets and liabilities within the valuation hierarchy is based on the lowest level of input that is significant to the measurement of fair value.

Level 1		inputs to the valuation methodology utilize unadjusted quoted market prices in active markets for identical assets and liabilities.
Level 2		inputs to the valuation methodology are other observable inputs, including quoted market prices for similar assets and liabilities, quoted prices for identical and similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.
Level 3		inputs to the valuation methodology are unobservable inputs based on management’s best estimate of the inputs that market participants would use in pricing the asset or liability at the measurement date, including assumptions about risk.

A change to the level of an asset or liability within the fair value hierarchy is determined at the end of a reporting period.

Fair Values of Financial Instruments

The fair value of cash, cash equivalent, and accounts payable approximates the carrying value of these financial instruments because of the short-term nature of any maturities. The Company determines the estimated fair values of other financial instruments, using available market information and valuation methodologies, primarily input from independent third-party pricing sources.

Redeemable Convertible Preferred Stock

The Company has classified Series A, Series B, and Series C redeemable, convertible preferred stock (“Preferred Stock”) as temporary equity in the accompanying 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 December 31, 2021 and 2020, all of the Company’s assets were located in the United States.

Income Taxes

The Company follows accounting guidance regarding the recognition, measurement, presentation and disclosure of uncertain tax positions in the consolidated financial statements. Tax positions taken or expected to be taken in the course of preparing the Company’s tax returns are required to be evaluated to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authorities. Tax positions not deemed to meet a more-likely-than-not threshold would be recorded in the consolidated financial statements. There are no uncertain tax positions that require accrual or disclosure as of December 31, 2021. Any interest or penalties are charged to expense. During the years ended December 31, 2021 and 2020, the Company did not recognize any interest and penalties. Tax years subsequent to December 31, 2017 are subject to examination by federal and state authorities.

The Company recognizes deferred tax assets and liabilities based on the impact of temporary differences between assets and liabilities recognized for tax and financial reporting purposes measured by applying enacted tax rates and laws that will be in effect when the differences are expected to reverse, net operating loss carryforwards and tax credits. Valuation allowances are provided when necessary to reduce net deferred tax assets to an amount that is more likely than not to be realized. The deferred tax benefit or expense for the period represents the change in the deferred tax asset or liability from the beginning to the end of the period.

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):

	December 31
	2021		2020
Redeemable, convertible preferred stock		-		2,584,323
Options to purchase common stock		503,433		375,826
Warrants for common stock		811,882		4,846,688
Warrants for Series B redeemable, convertible preferred stock		-		115,030
Class A warrants for common stock		2,484,000		-
Class B warrants for common stock		115,500		-

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.

In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-02, Leases. The new guidance requires the recognition of lease liabilities, representing future minimum lease payments, on a discounted basis, and corresponding right-of-use assets on a balance sheet for most leases, along with requirements for enhanced disclosures to give financial statement users the ability to assess the amount, timing, and uncertainty of cash flows arising from leasing arrangements. The Company adopted the provisions of ASU 2016-02 on January 1, 2022 and elected to implement the transition package of practical expedients permitted within the new standard, which included (i) not reassessing whether expired or existing contract contain leases, (ii) not reassessing lease classification, and (iii) not revaluing initial direct costs for existing leases. Adoption of the new standard resulted in the recording of initial right-of-use assets and lease liabilities of approximately $200,000 as of January 1, 2022. The new standard did not materially impact the Company’s consolidated statements of operations or cash flows.

License and Supply Agreement with Toray Industries

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

LICENSE AND SUPPLY AGREEMENT WITH TORAY INDUSTRIES

3. LICENSE AND SUPPLY AGREEMENT WITH TORAY INDUSTRIES

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 was made in October 2021. 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 twelve-month periods ended December 31, 2021 and 2020.

At December 31, 2020, $240,000 were accrued related to the Toray Agreement and was included in current liabilities on the consolidated balance sheet. No amounts were accrued at December 31, 2021.

Fair Value Measurements

12 Months Ended

Dec. 31, 2021

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS

4. FAIR VALUE MEASUREMENTS

The assets and liabilities measured at fair value on a recurring basis at December 31, 2021 and 2021 are summarized in the tables below.

	December 31, 2021
	Level 1		Level 2		Level 3		Total
Assets
Cash equivalents - money market funds	$	8,795,293	$	-	$	-	$	-
	$	8,795,293	$	-	$	-	$	-

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

The table below presents the changes in Level 3 liabilities measured at fair value on a recurring basis.

	Warrant Liability
Balance at December 31, 2019	$	96,408
Unrealized loss		42,434
Issuance of Series B warrants		16,787
Balance at December 31, 2020	$	155,629
Unrealized gain		(9,676	)
Fair value of Series B warrants converted into warrants for common stock		(145,953	)
Balance at December 31, 2021	$	-

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

There were no assets or liabilities measured at fair value on a non-recurring basis at December 31, 2021 or 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

12 Months Ended

Dec. 31, 2021

Debt Disclosure [Abstract]

NOTES PAYABLE

5. 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. The Notes 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 10).

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. On February 17, 2021, the Company repaid in cash $268,000 in principal and $2,010 in accrued interest on the Notes. On May 26, 2021, the remaining Notes of $580,000 were amended and restated (the “Amended Notes”). The Amended Notes accrue no interest and are due in May 2023. On June 8, 2021, the Amended Notes were automatically convertible into 580,000 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). 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 consolidated statement of operations for the year ended December 31, 2021.

For the years ended December 31, 2021 and 2020 the interest expense on the Notes was $6,360 and $59,274, respectively.

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 $145,837 and $116,670 as a reduction to non-cash interest expense during the years ended December 31, 2021 and 2020, respectively. The premium amortization was included within interest income (expense) on the 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 $22,899 and $18,319 as non-cash interest expense during the year ended December 31, 2021 and 2020, respectively. The discount amortization was included in the interest income (expense) on the consolidated statements of operations.

2020 Subordinated 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 years ended December 31, 2021 and 2020 interest expense on the Subordinated Notes was $7,443 and $2,396 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 (“Subordinated Note Warrants”) totaling 4,846,688 Common Stock Warrants, of which 944,160 were issued to LMBRI. The Subordinated Note Warrants have an exercise price of $0.03 per share, and are exercisable upon issuance date and have a 5-year term. The Subordinated Note 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 7). The fair value of the Subordinated Note Warrants at the issuance date was estimated to be $4,488,570 using a Black-Scholes option pricing model.

The Subordinated Note 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 Subordinated Note 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 Subordinated Note Warrants were recorded in additional paid-in capital on the accompanying consolidated balance sheet as of December 31, 2020.

The allocation of the proceeds to the Subordinated Note 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 $83,752 and $65,140 was amortized during the years ended December 31, 2021 and 2020, respectively, and included in the interest income (expense) in the consolidated statement of operations.

On June 7, 2021, the holders of $132,383 in principal of the Subordinated 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 Subordinated Notes was repaid in cash in 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
-URI http://asc.fasb.org/topic&trid=2208564

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 470
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (d)
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Section S99
-Paragraph 1
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-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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-Publisher FASB
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+ Details

Convertible Debentures

12 Months Ended

Dec. 31, 2021

Convertible Debenture [Abstract]

CONVERTIBLE DEBENTURES

6. 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 were 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 was 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 was automatically converted into Series D upon the effectiveness of an IPO. The Company was obligated to pay interest on the Convertible Debentures at the rate of 7.5% per annum, payable quarterly 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 year ended December 31, 2021, interest expense on the Convertible Debentures was $124,829.

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. Subsequently the holder of all the 4,500 outstanding shares of Series D Preferred Stock exercised their option to convert their Series D preferred stock shares into 4,500,000 shares of common stock.

The Company incurred $729,658 in issuance costs consisting of cash payments and 225,000 warrants (“Dawson Warrants”) issued to the placement agent for compensation for their services in relation to the issuance of the Convertible Debentures. The Dawson Warrants are exercisable after May 10, 2022 at the exercise price of $1.25 per share of common stock, 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 $166,816 using Black-Scholes option pricing model and is included in issuance costs related to the Convertible Debentures.

The resulting discount is amortized over the term of the Convertible Debentures using the effective interest method. The Company recognized $266,193 of amortization of the discount during the year ended December 31, 2021, which was included within interest income (expense) in the consolidated statement of operations. The remaining $463,465 of unamortized discount was credited to the capital accounts at the time of conversion.

Warrants

12 Months Ended

Dec. 31, 2021

Warrants Disclsoure [Abstract]

WARRANTS

7. WARRANTS

The following table summarizes information with regard to warrants outstanding at December 31, 2021:

	Shares		Exercisable for	Weighted Average Exercise Price		Weighted Average Remaining Life (in Years)
Common Stock Warrants		811,882	Common Stock	$	3.24		4.1
Class A Warrants		2,484,000	Common Stock	$	7.00		4.9
Class B Warrants		115,500	Common Stock	$	10.00		4.9

The following assumptions were used in the Black-Scholes option pricing model to estimate the fair value of the warrants granted during the year ended December 31, 2021:

Risk-free interest rate			0.37% - 0.73%
Dividend rate			0%
Volatility			106.00% - 142.46%
Expected life (in years)			5

Common Stock Warrants

In March 2021, the Company granted to a financial advisor warrants to purchase 226,599 shares of the Company’s common stock (“Advisor Warrants”) 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 were netted against the IPO proceeds. 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 was netted against the IPO proceeds. As of December 31, 2021, all of the Advisor Warrants remain outstanding.

In August 2021, the Company granted 225,000 warrants (“Dawson Warrants”) to its placement agent for compensation for their services in relation to the issuance of the Convertible Debentures (see Note 6). As of December 31, 2021, all of the Dawson Warrants remain outstanding.

In November 2021, the Company granted 108,000 warrants (“Underwriter Warrants”) with an exercise price of $12.50, and a fair value of approximately $356,000, to the underwriter of the IPO which is in addition to the cash fees paid for underwriting the Company’s IPO. As of December 31, 2021, all of the Underwriter Warrants remain outstanding.

In October 2020, in conjunction with the issuance of the Subordinated Notes, the Company granted 4,846,688 warrants (“Subordinated Note Warrants”) to the noteholders, of which 944,160 warrants were issued to LMBRI (see Note 5). In November 2021, the terms of some of the Subordinated Note Warrants were amended to provide for cashless exercise. During 2021, 4,718,251 of the Subordinated Note Warrants were exercised. As of December 31, 2021, 128,438 of the Subordinated Note Warrants were outstanding.

Class A Warrants and Class B Warrants

In conjunction with the Company’s IPO as described in Note 1 the Company issued 2,160,000 Class A Warrants and 2,160,000 Class B Warrants. Additionally, the underwriter of the IPO exercised their overallotment option, solely with respect to the Class A Warrants and Class B Warrants, shortly after the IPO date resulting in an additional issuance of 324,000 Class A Warrants and 324,000 Class B Warrants. From the net IPO proceeds, $5,164,751 and $7,323,161, respectively, were apportioned to the Class A Warrants and Class B Warrants.

Class A Warrants entitle the holder to purchase one share of common stock at an exercise price of $7.00 per share. As of December 31, 2021 all Class A Warrants were outstanding.

Class B Warrants entitle the holder to purchase one share of common stock at an exercise price of $10.00 per share. Holders of Class B Warrants may also 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). In such event, the aggregate number of shares of common stock issuable in such cashless exercise shall equal the product of (x) the aggregate number of shares of common stock that would be issuable upon exercise of the Class B Warrant in accordance with its terms if such exercise were by means of a cash exercise rather than a cashless exercise and (y) 1.00. During 2021, 2,368,500 Class B Warrants were exercised, all on a cashless basis. As of December 31, 2021, 115,500 Class B Warrants were outstanding.

Warrants for Series B Redeemable, Convertible Preferred Stock

The 643 Series B Warrants issued in conjunction with the Series B Preferred Stock (see Note 8) were accounted for as a derivative liability under ASC 480 – Distinguishing Liabilities from Equity and adjusted to their fair valued of at $155,629 as of December 31, 2020. On June 1, 2021, the Series B Warrants were amended (“Amended Series B Warrants”) to become exercisable into 115,190 shares of common stock at an exercise price of $2.30 per share and are now reflected as common stock warrants in the table of outstanding warrants above. The Amended Series B Warrants were accounted for as equity and reclassified from liabilities into additional paid-in capital at the fair value determined as of the amendment date of $145,953.

The fair value of the outstanding Series B redeemable preferred stock warrants 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

Preferred Stock

12 Months Ended

Dec. 31, 2021

Stockholders' Equity Note [Abstract]

PREFERRED STOCK

8. PREFERRED STOCK

Series A, B and C 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.

In 2017 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 $73,912 and $184,494 for years ended December, 2021 and 2020, respectively.

In 2019, the Company entered into Subscription Agreements, as amended, for the issuance of 4,455 shares of Series B (the “Series B Financing”) plus the committed future issuance of 415 of additional shares. Combined, 4,732 shares of Series B at a purchase price of $361.50 per share were issued in 2019. Gross proceeds from the Series B Financing were approximately $1,710,000 in 2019. The Subscription Agreements, as amended, 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 663 Series B Warrants were issued in 2019 in connection with the Series B Financing. The remaining Series B committed shares were drawn 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 an 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 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 $33,994 and $81,585 for the years ended December, 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 $19,961 for the year December 31, 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, “Voting Preferred Stock”) were as follows:

●

Voting - The holder of each share of Voting 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 Voting Preferred Stock and Common Stock shall vote together as a single class.

●

Dividends - The holders of Voting 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 Voting Preferred Stock 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.

Series D Preferred Stock

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. Series D has no voting rights, and is convertible into 1,000 shares of Common Stock at $1.00 per share at any time following issuance. 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. In November 2021, all Series D Preferred stock was converted into 4,500,000 shares of common stock. There were no Series D outstanding as of December 31, 2021.

- Definition

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

+ References

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-Publisher FASB
-Name Accounting Standards Codification
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Stock Compensation

12 Months Ended

Dec. 31, 2021

Share-based Payment Arrangement [Abstract]

STOCK COMPENSATION

9. STOCK COMPENSATION

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 December 31, 2021, there were 1,681,000 and 262,269 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 years ended December 31, 2021 and 2020 using the Black-Scholes model with the following assumptions:

	Year Ended December 31,
	2021		2020
Risk-free interest rate		0.78% – 1.27%		0.27% – 0.28%
Expected dividend yield		0.00%		0.00%
Volatility factor		106.00% – 114.76%		88.60%
Expected life of option (in years)		5.00 – 6.00		5.00

The following is a summary of stock option activity for the year ended December 31, 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		279,000			3.25
Exercised		(56,385	)		0.40
Cancelled and forfeited		(8,655	)		0.95
Outstanding at December 31, 2021		589,786		$	1.86		8.3	$	605,187
Exercisable at December 31, 2021		259,104		$	1.02		7.5	$	444,049

The weighted average grant date fair value of options granted during the years ended December 31, 2021 and 2020 was $1.16 per share and $0.65 per share, respectively

For the years ended December 31, 2021 and 2020, the Company recorded stock-based compensation expense as follows:

	Year ended December 31,
	2021		2020
Research and development	$	29,543	$	-
General and administrative		17,315		7,370
Marketing and business development		21,600		-
Total stock-based compensation	$	68,458	$	7,370

At December 31, 2021, there was approximately $222,307 of unrecognized compensation expense related to non-vested stock option awards that are expected to be recognized over a weighted-average period of 3.0 years.

Related Party Transactions

12 Months Ended

Dec. 31, 2021

RELATED PARTY TRANSACTIONS

10. RELATED PARTY TRANSACTIONS

Lana Management and Business Research International, LLC

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. 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 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 table below summarizes the amounts incurred, paid, and balances due to LMBRI as of and for year’s ended December 31, 2021 and 2020.

	2021		2020
Expenses from LMBRI	$	48,000	$	55,097
Expense Sharing Agreement payments to LMBRI	$	171,102	$	16,000
Amounts payable to LMBRI	$	2,000	$	125,102
Interest Incurred and Payments on Subordinated Notes to LMBRI (Note 5)	$	3,303	$	-
Portion of Subordinated Notes payable to LMBRI (Note 5)	$	-	$	995

NanoHybrids, LLC

In December 2021, the Company entered into an agreement with NanoHybids, LLC (“NanoHybrids) to utilize the Company’s research and development staff and laboratory facility when available to perform work for NanoHybrids. Any hours worked by Company employees for NanoHybrids is billed to NanoHyrids at a bill rate of the respective employee’s fully burdened personnel cost plus 10%. NanoHybrids is wholly owned by the Company’s Chief Technology Officer. There were no amounts incurred, paid or balances due related to this agreement for the year ended and as of December 31, 2021.

Supplemental Balance Sheet Information

12 Months Ended

Dec. 31, 2021

Supplemental Balance Sheet Information

SUPPLEMENTAL BALANCE SHEET INFORMATION

11. SUPPLEMENTAL BALANCE SHEET INFORMATION

Prepaid expenses and other current assets consist of the following:

	December 31, 2021		December 31, 2020
Prepaid insurance	$	1,127,062	$	-
Prepaid clinical trial expenses		160,467		-
Prepaid other		325,179		61,071
Total prepaid expenses and other current assets	$	1,612,708	$	61,071

Accrued expenses and other current liabilities consist of the following:

	December 31, 2021		December 31, 2020
Accrued personnel costs	$	157,938	$	-
Accrued other		181,446		133,820
Total accrued expenses and other current liabilities	$	339,384	$	133,820

Property and Equipment

12 Months Ended

Dec. 31, 2021

Property, Plant and Equipment [Abstract]

PROPERTY AND EQUIPMENT

12. PROPERTY AND EQUIPMENT

Property and equipment consisted of the following at December 31, 2021 and 2020:

		December 31,
	Depreciable lives	2021			2020
Construction in process		$	15,078		$	-
Furniture, fixtures, and equipment	5 years		24,915			16,046
Website	5 years		4,619			4,619
Lab equipment	5 years		741,591			741,591
			786,203			762,256
Less: accumulated depreciation			(448,837	)		(303,118	)
Property and equipment, net		$	337,366		$	459,138

Commitments and Contingencies

12 Months Ended

Dec. 31, 2021

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

13. COMMITMENTS AND CONTINGENCIES

Purchase Commitments

As of December 31, 2021, the Company has entered into non-cancelable purchase commitments primarily for inventory and key advisory services. The purchase commitments covered by these agreements are for less than one year and aggregate to approximately $1.5 million.

Lease Commitments

In October 2021, the Company entered into a lease for laboratory space that expires on October 31, 2024. Additionally in 2021, we signed a lease for office space that is expected to commence in April 2022 when the buildout of the space is expected to be completed. The office space lease expires on March 30, 2027.

A summary of the Company’s estimated lease payments are as follows:

Year

2022	$	144,402
2023		172,954
2024		160,803
2025		100,000
2026		100,000
Thereafter		16,667
Total future lease payments		694,826

Minimum Royalties

As required under the Toray Agreement (see Note 3), 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 through December 31, 2021.

Indemnification

The Company has certain agreements with service providers with which it does business that contain indemnification provisions pursuant to which the Company typically agrees to indemnify the party against certain types of third-party claims. The Company accrues for known indemnification issues when a loss is probable and can be reasonably estimated. The Company would also accrue for estimated incurred but unidentified indemnification issues based on historical activity. As the Company has not incurred any indemnification losses to date, there were no accruals for or expenses related to indemnification issues for any period presented.

Income Tax

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

INCOME TAX

14. INCOME TAX

No provision for federal income taxes has been recorded for the years ended December 31, 2021 and 2020 due to net losses and the valuation allowance established.

Significant components of the Company’s deferred tax assets are as follows:

	As of December 31,
	2021			2020
Deferred tax assets:
Net operating losses	$	1,791,043		$	957,902
Tax credits		3,659			31,017
Intangible assets		68,564			73,815
Other		97,945			7,432
Total deferred tax assets		1,961,211			1,070,166
Valuation allowance		(1,934,351	)		(996,934	)
Net deferred tax assets	$	26,860		$	73,232
Deferred tax liabilities:
Note premium amortization	$	-		$	(46,583	)
Fixed assets		(26,860	)		(26,649	)
Net deferred tax assets	$	(26,860	)	$	(73,232	)

A reconciliation of the statutory tax rates and the effective tax rates for the years ended December 2021 and 2020 is as follows:

	Year Ended December 31,
	2021			2020
Federal statutory rate		21.00	%		21.00	%
State income taxes, net of federal benefit and tax credits		5.41	%		6.77	%
Change in valuation allowance		(25.88	)%		(28.49	)%
Permanent differences		(0.53	)%		0.72	%
Effective tax rate		0.00	%		0.00	%

The Company regularly assesses the need for a valuation allowance against its deferred tax assets. In making that assessment, the Company considers both positive and negative evidence related to the likelihood of realization of the deferred tax assets to determine, based on the weight of available evidence, whether it is more-likely-than-not that some or all of the deferred tax assets will not be realized. In assessing the realizability of deferred tax assets, the Company considers taxable income in prior carryback years, as permitted under the tax law, forecasted taxable earnings, tax planning strategies, and the expected timing of the reversal of temporary differences. This determination requires significant judgment, including assumptions about future taxable income that are based on historical and projected information and is performed on a jurisdiction-by-jurisdiction basis.

The Company continues to maintain a full valuation allowance against its net deferred tax assets. During the years ended December 31, 2021 and 2020, management assessed the positive and negative evidence in its operations, and concluded that it is more likely than not that its deferred tax assets as of December 31, 2020 and 2019 will not be realized given the Company’s history of operating losses. The valuation allowance against deferred tax assets increased by approximately $937,000 and $335,000 and during 2021 and 2020, respectively, related mainly to a full valuation allowance recorded against additional net operating losses and tax credits generated in the year.

At December 31, 2021, the Company had federal net operating loss carryforwards of approximately $6.6 million. The Company’s federal net operating losses incurred prior to 2018 totaling $713,000 expire through 2037, while its federal net operating losses incurred in 2018 to 2021 totaling $5.9 million have no expiration date as a result of the December 22, 2017 Tax Cuts and Jobs Act tax reform legislation.

As of December 31, 2021, the Company had post-apportioned state net operating losses of $6.3 million that can generally be carried forward 20 years and will expire at various dates through 2041. As of December 31, 2020, the Company had post-apportioned Massachusetts net operating losses of $3.2 million that can generally be carried forward 20 years and will expire at various dates through 2040.

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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+ Details

Accounting Policies, by Policy (Policies)

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Basis of presentation

Basis of Presentation

Use of estimates

Use of Estimates

Cash and cash equivalents

Cash and cash equivalents

Concentration of Credit Risk

Concentration of Credit Risk

Research and Development Expenses

Research and Development Expenses

Derivative instruments

Derivative instruments

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

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.

Fair Value Measurements

Fair Value Measurements

Level 1		inputs to the valuation methodology utilize unadjusted quoted market prices in active markets for identical assets and liabilities.
Level 2		inputs to the valuation methodology are other observable inputs, including quoted market prices for similar assets and liabilities, quoted prices for identical and similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.
Level 3		inputs to the valuation methodology are unobservable inputs based on management’s best estimate of the inputs that market participants would use in pricing the asset or liability at the measurement date, including assumptions about risk.

A change to the level of an asset or liability within the fair value hierarchy is determined at the end of a reporting period.

Redeemable Convertible Preferred Stock

Redeemable Convertible Preferred Stock

Segment Reporting

Segment Reporting

Income Taxes

Income Taxes

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):

	December 31
	2021		2020
Redeemable, convertible preferred stock		-		2,584,323
Options to purchase common stock		503,433		375,826
Warrants for common stock		811,882		4,846,688
Warrants for Series B redeemable, convertible preferred stock		-		115,030
Class A warrants for common stock		2,484,000		-
Class B warrants for common stock		115,500		-

Newly Adopted Accounting Standards

Newly Adopted Accounting Standards

Recently Issued Accounting Standards

Recently Issued Accounting Standards

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Schedule of diluted net loss per share

	December 31
	2021		2020
Redeemable, convertible preferred stock		-		2,584,323
Options to purchase common stock		503,433		375,826
Warrants for common stock		811,882		4,846,688
Warrants for Series B redeemable, convertible preferred stock		-		115,030
Class A warrants for common stock		2,484,000		-
Class B warrants for common stock		115,500		-

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2021

Fair Value Disclosures [Abstract]

Schedule of assets and liabilities measured at fair value on a recurring basis

	December 31, 2021
	Level 1		Level 2		Level 3		Total
Assets
Cash equivalents - money market funds	$	8,795,293	$	-	$	-	$	-
	$	8,795,293	$	-	$	-	$	-

	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, 2019	$	96,408
Unrealized loss		42,434
Issuance of Series B warrants		16,787
Balance at December 31, 2020	$	155,629
Unrealized gain		(9,676	)
Fair value of Series B warrants converted into warrants for common stock		(145,953	)
Balance at December 31, 2021	$	-

Warrants (Tables)

12 Months Ended

Dec. 31, 2021

Warrants (Tables) [Line Items]

Schedule of summarizes warrants outstanding

	Shares		Exercisable for	Weighted Average Exercise Price		Weighted Average Remaining Life (in Years)
Common Stock Warrants		811,882	Common Stock	$	3.24		4.1
Class A Warrants		2,484,000	Common Stock	$	7.00		4.9
Class B Warrants		115,500	Common Stock	$	10.00		4.9

Schedule of fair value of the warrants granted

	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

Black Scholes Option Pricing Model [Member]

Warrants (Tables) [Line Items]

Schedule of fair value of the warrants granted

Risk-free interest rate			0.37% - 0.73%
Dividend rate			0%
Volatility			106.00% - 142.46%
Expected life (in years)			5

Stock Compensation (Tables)

12 Months Ended

Dec. 31, 2021

Share-based Payment Arrangement [Abstract]

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

	Year Ended December 31,
	2021		2020
Risk-free interest rate		0.78% – 1.27%		0.27% – 0.28%
Expected dividend yield		0.00%		0.00%
Volatility factor		106.00% – 114.76%		88.60%
Expected life of option (in years)		5.00 – 6.00		5.00

Schedule of summary 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		279,000			3.25
Exercised		(56,385	)		0.40
Cancelled and forfeited		(8,655	)		0.95
Outstanding at December 31, 2021		589,786		$	1.86		8.3	$	605,187
Exercisable at December 31, 2021		259,104		$	1.02		7.5	$	444,049

Schedule of stock-based compensation expense

	Year ended December 31,
	2021		2020
Research and development	$	29,543	$	-
General and administrative		17,315		7,370
Marketing and business development		21,600		-
Total stock-based compensation	$	68,458	$	7,370

Related Party Transactions (Tables)

12 Months Ended

Dec. 31, 2021

Schedule of summarizes the amounts incurred

	2021		2020
Expenses from LMBRI	$	48,000	$	55,097
Expense Sharing Agreement payments to LMBRI	$	171,102	$	16,000
Amounts payable to LMBRI	$	2,000	$	125,102
Interest Incurred and Payments on Subordinated Notes to LMBRI (Note 5)	$	3,303	$	-
Portion of Subordinated Notes payable to LMBRI (Note 5)	$	-	$	995

Supplemental Balance Sheet Information (Tables)

12 Months Ended

Dec. 31, 2021

Disclosure Text Block Supplement [Abstract]

Schedule of prepaid expenses and other current assets

	December 31, 2021		December 31, 2020
Prepaid insurance	$	1,127,062	$	-
Prepaid clinical trial expenses		160,467		-
Prepaid other		325,179		61,071
Total prepaid expenses and other current assets	$	1,612,708	$	61,071

Schedule of accrued expenses and other current liabilities

	December 31, 2021		December 31, 2020
Accrued personnel costs	$	157,938	$	-
Accrued other		181,446		133,820
Total accrued expenses and other current liabilities	$	339,384	$	133,820

Property and Equipment (Tables)

12 Months Ended

Dec. 31, 2021

Property, Plant and Equipment [Abstract]

Schedule of Property and equipment

		December 31,
	Depreciable lives	2021			2020
Construction in process		$	15,078		$	-
Furniture, fixtures, and equipment	5 years		24,915			16,046
Website	5 years		4,619			4,619
Lab equipment	5 years		741,591			741,591
			786,203			762,256
Less: accumulated depreciation			(448,837	)		(303,118	)
Property and equipment, net		$	337,366		$	459,138

Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2021

Commitments and Contingencies Disclosure [Abstract]

Schedule of lease payments

2022	$	144,402
2023		172,954
2024		160,803
2025		100,000
2026		100,000
Thereafter		16,667
Total future lease payments		694,826

Income Tax (Tables)

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Schedule of company’s deferred tax assets

	As of December 31,
	2021			2020
Deferred tax assets:
Net operating losses	$	1,791,043		$	957,902
Tax credits		3,659			31,017
Intangible assets		68,564			73,815
Other		97,945			7,432
Total deferred tax assets		1,961,211			1,070,166
Valuation allowance		(1,934,351	)		(996,934	)
Net deferred tax assets	$	26,860		$	73,232
Deferred tax liabilities:
Note premium amortization	$	-		$	(46,583	)
Fixed assets		(26,860	)		(26,649	)
Net deferred tax assets	$	(26,860	)	$	(73,232	)

Schedule of statutory tax rates and the effective tax rates

	Year Ended December 31,
	2021			2020
Federal statutory rate		21.00	%		21.00	%
State income taxes, net of federal benefit and tax credits		5.41	%		6.77	%
Change in valuation allowance		(25.88	)%		(28.49	)%
Permanent differences		(0.53	)%		0.72	%
Effective tax rate		0.00	%		0.00	%

Nature of Operations and Basis of Presentation (Details) - USD ($) $ in Millions		12 Months Ended
	Nov. 10, 2021	Dec. 31, 2021
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 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). Additionally, the underwriter of the IPO exercised their overallotment option, solely with respect to the Class A Warrants and Class B Warrants, shortly after the IPO date resulting in an additional issuance of 324,000 Class A Warrants and 324,000 Class B Warrants. The gross proceeds from the IPO were approximately $21.6 million and were offset by $2.8 million in offering costs.
Gross proceeds from the IPO	$ 21.6
Offering costs	$ 2.8
Cash and cash equivalents.		$ 19.0
Accumulated Deficit [Member]
Nature of Operations and Basis of Presentation (Details) [Line Items]
Accumulated deficit		$ 7.7
Class A Warrants [Member]
Nature of Operations and Basis of Presentation (Details) [Line Items]
Additional issuance of share (in Shares)	324,000
Class B Warrants [Member]
Nature of Operations and Basis of Presentation (Details) [Line Items]
Additional issuance of share (in Shares)	324,000

Summary of Significant Accounting Policies (Details) - USD ($)		12 Months Ended
	Jun. 07, 2021	Dec. 31, 2021
Accounting Policies [Abstract]
Stock dividend	$ 2.15
Right-of use assets and lease liabilities		$ 200,000
Fair Values of Financial Instruments		*Fair Values of Financial Instruments* The fair value of cash, cash equivalent, and accounts payable approximates the carrying value of these financial instruments because of the short-term nature of any maturities. The Company determines the estimated fair values of other financial instruments, using available market information and valuation methodologies, primarily input from independent third-party pricing sources.

Summary of Significant Accounting Policies (Details) - Schedule of diluted net loss per share - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Schedule of diluted net loss per share [Abstract]
Redeemable, convertible preferred stock		$ 2,584,323
Options to purchase common stock	503,433	375,826
Warrants for common stock	811,882	4,846,688
Warrants for Series B redeemable, convertible preferred stock		115,030
Class A warrants for common stock	2,484,000
Class B warrants for common stock	$ 115,500

License and Supply Agreement with Toray Industries (Details) - USD ($)		12 Months Ended
	Oct. 06, 2020	Dec. 31, 2020
License and Supply Agreement with Toray Industries (Details) [Line Items]
Percentage of royalty payments	15.00%
Sale term	5 years
Royalty	$ 100,000
Accrued license fee		$ 240,000
Toray Agreement [Member]
License and Supply Agreement with Toray Industries (Details) [Line Items]
Payments	120,000
Minimum [Member]
License and Supply Agreement with Toray Industries (Details) [Line Items]
Royalty	$ 60,000

Fair Value Measurements (Details) - Schedule of assets and liabilities measured at fair value on a recurring basis - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Assets
Cash equivalents - money market funds
Cash equivalents - money market funds total
Liabilities
Derivative warrant liability
Derivative warrant liability total
Level 1 [Member]
Assets
Cash equivalents - money market funds	$ 8,795,293
Cash equivalents - money market funds total	8,795,293
Liabilities
Derivative warrant liability
Derivative warrant liability total
Level 2 [Member]
Assets
Cash equivalents - money market funds
Cash equivalents - money market funds total
Liabilities
Derivative warrant liability
Derivative warrant liability total
Level 3 [Member]
Assets
Cash equivalents - money market funds
Cash equivalents - money market funds total
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] - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Balance at beginning	$ 155,629	$ 96,408
Unrealized gain (loss)	(9,676)	42,434
Fair value of Series B warrants converted into warrants for common stock	(145,953)
Issuance of Series B warrants		16,787
Balance at ending		$ 155,629

Notes Payable (Details) - USD ($)			1 Months Ended				12 Months Ended
Notes Payable (Details) - USD ($)	Jun. 08, 2021	Jun. 07, 2021	Dec. 31, 2021	Mar. 31, 2021	Feb. 17, 2021	Oct. 22, 2020	Dec. 31, 2021	Dec. 31, 2020	Jun. 22, 2022	Mar. 20, 2022	May 26, 2021	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
Remaining principal balance											$ 580,000
Conversion Shares of common stock (in Shares)	580,000
Common stock, conversion rate (in Dollars per share)	$ 1
Gain on extinguishment of debt							5,000	$ 102,000
Shares issued to the noteholders							580,000
Interest expense							6,360	59,274
Gross proceeds from the financing			583,349				583,349
Amortization of the discount (premium)							22,899	18,319
Issuance costs							183,194
Discount notes			91,597				91,597
Subordinated promissory notes issued						$ 154,000
Subordinated notes, accrued interest				8.00%
Subordinated notes, penalty interest				15.00%
Interest expense							$ 7,443	2,396
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
Shares of common stock (in Shares)		4,166,357
Principal balance			$ 21,617				$ 21,617
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
2017 Notes Payable [Member]
Notes Payable (Details) [Line Items]
Amortization of the discount (premium)							(145,837)	(116,670)
2020 Subordinated Notes [Member]
Notes Payable (Details) [Line Items]
Amortization of the discount (premium)							83,752	$ 65,140
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
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%
Common Stock [Member]
Notes Payable (Details) [Line Items]
Gain on extinguishment of debt							$ 6,360
Measurement Input, Exercise Price [Member]
Notes Payable (Details) [Line Items]
Exercise price (in Dollars per share)							$ 0.03

Convertible Debentures (Details) - USD ($)			12 Months Ended
Convertible Debentures (Details) - USD ($)	Jun. 08, 2021	Jun. 07, 2021	Dec. 31, 2021	May 10, 2022	Nov. 10, 2021	Aug. 04, 2021	Dec. 31, 2019
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						$ 1,500,000
Description of the conversion feature			The Company was obligated to pay interest on the Convertible Debentures at the rate of 7.5% per annum, payable quarterly 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			$ 124,829
Debt issuance costs			$ 729,658
Warrants issued (in Shares)			225,000
Exercise price per share (in Dollars per share)							$ 361.5
Fair value estimated			$ 166,816
Recognized amortization			266,193
unamortized discount			$ 463,465
Forecast [Member]
Convertible Debentures (Details) [Line Items]
Exercise price per share (in Dollars per share)				$ 1.25
Series D Preferred Stock [Member]
Convertible Debentures (Details) [Line Items]
Conversion price per share (in Dollars per share)	$ 1,000
Convertible debentures description					all of the Company’s outstanding Convertible Debentures automatically converted into 4,500 shares of Series D Preferred Stock. Subsequently the holder of all the 4,500 outstanding shares of Series D Preferred Stock exercised their option to convert their Series D preferred stock shares into 4,500,000 shares of common stock.

Warrants (Details) - USD ($)		1 Months Ended		12 Months Ended
Warrants (Details) - USD ($)	Jun. 01, 2021	Jan. 31, 2022	Nov. 30, 2021	Dec. 31, 2021	Dec. 31, 2020	Aug. 31, 2021	Mar. 31, 2021	Oct. 31, 2020
Warrants (Details) [Line Items]
Issuance exercise price, per share (in Dollars per share)	$ 2.3
Fair value amount (in Dollars)				$ 148,892
Warrants granted			944,160			225,000		4,846,688
Warrants exercised				4,718,251
Warrants outstanding				128,438
Initial public offering proceeds (in Dollars)				$ 180,339
Class B Warrant rights, description				Holders of Class B Warrants may also 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). In such event, the aggregate number of shares of common stock issuable in such cashless exercise shall equal the product of (x) the aggregate number of shares of common stock that would be issuable upon exercise of the Class B Warrant in accordance with its terms if such exercise were by means of a cash exercise rather than a cashless exercise and (y) 1.00.
Subsequent Event [Member]
Warrants (Details) [Line Items]
Payable amount (in Dollars)		$ 200,000
Underwriter Warrants [Member]
Warrants (Details) [Line Items]
Issuance exercise price, per share (in Dollars per share)			$ 12.5
Fair value amount (in Dollars)			$ 356,000
Warrants granted			108,000
Warrant [Member]
Warrants (Details) [Line Items]
Warrant to purchase shares							226,599
Issuance exercise price, per share (in Dollars per share)				$ 3.177
Fair value amount (in Dollars)				$ 180,339
IPO [Member] \| Warrant [Member]
Warrants (Details) [Line Items]
Warrant term				5 years
Series B Warrants [Member]
Warrants (Details) [Line Items]
Common stock exercisable shares	115,190
Fair value of warrants (in Dollars)				$ 145,953
Class A Warrants [Member]
Warrants (Details) [Line Items]
Warrant to purchase shares				1
Issuance exercise price, per share (in Dollars per share)				$ 7
Warrants granted				2,160,000
Additional issuance of warrants				324,000
Initial public offering proceeds (in Dollars)				$ 5,164,751
Class B Warrants [Member]
Warrants (Details) [Line Items]
Warrant to purchase shares				1
Issuance exercise price, per share (in Dollars per share)				$ 10
Warrants granted				2,160,000
Warrants exercised				2,368,500
Warrants outstanding				115,500
Additional issuance of warrants				324,000
Initial public offering proceeds (in Dollars)				$ 7,323,161
Series B Warrants [Member]
Warrants (Details) [Line Items]
Fair value amount (in Dollars)					$ 155,629

Warrants (Details) - Schedule of summarizes warrants outstanding	12 Months Ended
	Dec. 31, 2021 $ / shares shares
Common Stock Warrants [Member]
Class of Warrant or Right [Line Items]
Shares \| shares	811,882
Exercisable for	Common Stock
Weighted Average Exercise Price \| $ / shares	$ 3.24
Weighted Average Remaining Life (in Years)	4 years 1 month 6 days
Class A Warrants [Member]
Class of Warrant or Right [Line Items]
Shares \| shares	2,484,000
Exercisable for	Common Stock
Weighted Average Exercise Price \| $ / shares	$ 7
Weighted Average Remaining Life (in Years)	4 years 10 months 24 days
Class B Warrants [Member]
Class of Warrant or Right [Line Items]
Shares \| shares	115,500
Exercisable for	Common Stock
Weighted Average Exercise Price \| $ / shares	$ 10
Weighted Average Remaining Life (in Years)	4 years 10 months 24 days

Warrants (Details) - Schedule of fair value of the warrants granted - Black Scholes Option Pricing Model [Member]	12 Months Ended
	Dec. 31, 2021
Warrants (Details) - Schedule of fair value of the warrants granted [Line Items]
Dividend rate	0.00%
Expected life (in years)	5 years
Minimum [Member]
Warrants (Details) - Schedule of fair value of the warrants granted [Line Items]
Risk-free interest rate	0.37%
Volatility	106.00%
Maximum [Member]
Warrants (Details) - Schedule of fair value of the warrants granted [Line Items]
Risk-free interest rate	0.73%
Volatility	142.46%

Warrants (Details) - Schedule of preferred stock outstanding - Warrant [Member]		12 Months Ended
	Jun. 01, 2021	Dec. 31, 2020
Warrants (Details) - Schedule of preferred stock outstanding [Line Items]
Dividend rate	0.00%	0.00%
Volatility	88.60%	88.60%
Minimum [Member]
Warrants (Details) - Schedule of preferred stock outstanding [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]
Warrants (Details) - Schedule of preferred stock outstanding [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

Preferred Stock (Details) - USD ($)		1 Months Ended				12 Months Ended
Preferred Stock (Details) - USD ($)	Jan. 31, 2020	Dec. 31, 2021	Nov. 19, 2020	Jul. 31, 2020	Dec. 31, 2019	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Nov. 30, 2021	Nov. 10, 2021	Oct. 22, 2021	Jun. 07, 2021	Jun. 01, 2021	Aug. 31, 2020	Dec. 31, 2017
Preferred Stock (Details) [Line Items]
Preferred and common share authorized												35,000,000
Preferred stock, par value (in Dollars per share)												$ 0.0001
Common stock, shares authorized		100,000,000				100,000,000	100,000,000				100,000,000	30,000,000
Preferred stock, shares authorized											5,000,000	5,000,000
Stock value (in Dollars)						$ 148,892
Purchase price per share (in Dollars per share)					$ 361.5			$ 361.5
Subscription agreement, description					The Subscription Agreements, as amended, 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 663 Series B Warrants were issued in 2019 in connection with the Series B Financing.
Preferred stock dividends rate						4.00%
Issuance costs (in Dollars)		$ 729,658				$ 729,658
Converted shares of common stock		157.36				157.36
Common stock share												1,000
Series A [Member]
Preferred Stock (Details) [Line Items]
Preferred stock, par value (in Dollars per share)		$ 0.0001				$ 0.0001	$ 0.0001
Shares issued															10,600
Stock value (in Dollars)		$ 476,651
Issuance costs (in Dollars)		$ 91,597
Value of issuance costs (in Dollars)						$ 73,912	$ 184,494
Value of issuance shares					415
Exercise price (in Dollars per share)		$ 100				$ 100
Converted shares of common stock													1,668,016
Conversion price, per share (in Dollars per share)		$ 0.64				$ 0.64
Preferred stock, shares authorized		10,600				10,600	10,600
Series B [Member]
Preferred Stock (Details) [Line Items]
Preferred stock, par value (in Dollars per share)		$ 0.0001				$ 0.0001	$ 0.0001
Shares issued	138			317	4,732			4,732						317
Value of issuance costs (in Dollars)						$ 33,994
Purchase price per share (in Dollars per share)					$ 361.5			$ 361.5
Gross proceeds (in Dollars)				$ 115,000	$ 1,710,000
Subscription agreement, description					$150,000
Stock purchase term					5 years
Exercise price (in Dollars per share)				$ 361.5
Issuance costs (in Dollars)		$ 81,585				$ 81,585
Converted shares of common stock													816,226
Conversion price, per share (in Dollars per share)		$ 2.3				$ 2.3
Preferred stock, shares authorized		5,918				5,918	5,918
Series B [Member] \| Series B Financing [Member]
Preferred Stock (Details) [Line Items]
Shares issued					4,455			4,455
Cumulative Preferred Stock [Member] \| Maximum [Member]
Preferred Stock (Details) [Line Items]
Preferred stock dividends rate					15.00%
Series B Financing [Member]
Preferred Stock (Details) [Line Items]
Warrants issued								663
Series B Warrants [Member]
Preferred Stock (Details) [Line Items]
Warrants issued	21			47
Series C [Member]
Preferred Stock (Details) [Line Items]
Preferred stock, par value (in Dollars per share)		$ 0.0001				$ 0.0001	$ 0.0001
Shares issued			636
Purchase price per share (in Dollars per share)			$ 1,578.5
Accretion of dividends and issuance costs (in Dollars)						$ 19,961
Converted shares of common stock													100,081
Conversion price, per share (in Dollars per share)		$ 10.03				$ 10.03
Preferred stock, shares authorized		636				636	636
Series C Financing [Member]
Preferred Stock (Details) [Line Items]
Proceeds from net of issuance costs (in Dollars)			$ 994,832
Series D [Member]
Preferred Stock (Details) [Line Items]
Preferred stock, par value (in Dollars per share)												$ 0.0001
Preferred stock, shares authorized									4,500,000
Shares issued										4,500
Converted shares of common stock		1				1
Preferred stock, shares authorized												4,500
Preferred stock stated value (in Dollars)												$ 1,000

Stock Compensation (Details) - USD ($)	12 Months Ended
Stock Compensation (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020	Jul. 06, 2021
Stock Compensation (Details) [Line Items]
Shares reserved for issuance			1,960,000
Weighted average grant date fair value of options granted (in Dollars per share)	$ 1.16	$ 0.65
Unrecognized compensation expense (in Dollars)	$ 222,307
Non-vested term	3 years
2018 Stock Incentive Plan [Member]
Stock Compensation (Details) [Line Items]
Shares reserved for issuance	629,440
Shares available for grants	262,269
2021 Plan [Member]
Stock Compensation (Details) [Line Items]
Shares available for grants	1,681,000

Stock Compensation (Details) - Schedule of grant-date fair value of share-based awards granted	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Stock Compensation (Details) - Schedule of grant-date fair value of share-based awards granted [Line Items]
Expected dividend yield	0.00%	0.00%
Volatility factor		88.60%
Expected life of option (in years)		5 years
Minimum [Member]
Stock Compensation (Details) - Schedule of grant-date fair value of share-based awards granted [Line Items]
Risk-free interest rate	0.78%	0.27%
Volatility factor	106.00%
Expected life of option (in years)	5 years
Maximum [Member]
Stock Compensation (Details) - Schedule of grant-date fair value of share-based awards granted [Line Items]
Risk-free interest rate	1.27%	0.28%
Volatility factor	114.76%
Expected life of option (in years)	6 years

Stock Compensation (Details) - Schedule of summary of stock option activity	12 Months Ended
	Dec. 31, 2021 USD ($) $ / shares shares
Schedule of summary of stock option activity [Abstract]
Number of Stock Options, Outstanding at beginning balance \| shares	375,826
Weighted Average Exercise Price Per Share, Outstanding at beginning balance \| $ / shares	$ 0.59
Weighted Average Remaining Contractual Life in Years, Outstanding at beginning balance	8 years
Aggregate Intrinsic Value, Outstanding at beginning balance \| $	$ 194,950
Number of Stock Options, Granted \| shares	279,000
Weighted Average Exercise Price Per Share, Granted \| $ / shares	$ 3.25
Number of Stock Options, Exercised \| shares	(56,385)
Weighted Average Exercise Price Per Share, Exercised \| $ / shares	$ 0.4
Number of Stock Options, Cancelled and forfeited \| shares	(8,655)
Weighted Average Exercise Price Per Share, Cancelled and forfeited \| $ / shares	$ 0.95
Number of Stock Options, Outstanding at ending balance \| shares	589,786
Weighted Average Exercise Price Per Share, Outstanding at ending balance \| $ / shares	$ 1.86
Weighted Average Remaining Contractual Life in Years, Outstanding at ending balance	8 years 3 months 18 days
Aggregate Intrinsic Value, Outstanding at ending balance \| $	$ 605,187
Number of Stock Options, Exercisable \| shares	259,104
Weighted Average Exercise Price Per Share, Exercisable \| $ / shares	$ 1.02
Weighted Average Remaining Contractual Life in Years, Exercisable	7 years 6 months
Aggregate Intrinsic Value, Exercisable \| $	$ 444,049

Stock Compensation (Details) - Schedule of stock-based compensation expense - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Stock Compensation (Details) - Schedule of stock-based compensation expense [Line Items]
Total stock-based compensation	$ 68,458	$ 7,370
Research and development [Member]
Stock Compensation (Details) - Schedule of stock-based compensation expense [Line Items]
Total stock-based compensation	29,543
General and administrative [Member]
Stock Compensation (Details) - Schedule of stock-based compensation expense [Line Items]
Total stock-based compensation	17,315	7,370
Marketing and business development [Member]
Stock Compensation (Details) - Schedule of stock-based compensation expense [Line Items]
Total stock-based compensation	$ 21,600

Related Party Transactions (Details)	12 Months Ended
Related Party Transactions (Details)	Dec. 31, 2021 USD ($)
Related Party Transactions (Details) [Line Items]
Employees cost plus percentage	10.00%
LMBRI [Member]
Related Party Transactions (Details) [Line Items]
Amount billed for expenses	$ 4,000

Related Party Transactions (Details) - Schedule of summarizes the amounts incurred - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Schedule of summarizes the amounts incurred [Abstract]
Expenses from LMBRI	$ 48,000	$ 55,097
Expense Sharing Agreement payments to LMBRI	171,102	16,000
Amounts payable to LMBRI	2,000	125,102
Interest Incurred and Payments on Subordinated Notes to LMBRI (Note 5)	3,303
Portion of Subordinated Notes payable to LMBRI (Note 5)		$ 995

Supplemental Balance Sheet Information (Details) - Schedule of prepaid expenses and other current assets - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Schedule of prepaid expenses and other current assets [Abstract]
Prepaid insurance	$ 1,127,062
Prepaid clinical trial expenses	160,467
Prepaid other	325,179	61,071
Total prepaid expenses and other current assets	$ 1,612,708	$ 61,071

Supplemental Balance Sheet Information (Details) - Schedule of accrued expenses and other current liabilities - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Schedule of accrued expenses and other current liabilities [Abstract]
Accrued personnel costs	$ 157,938
Accrued other	181,446	133,820
Total accrued expenses and other current liabilities	$ 339,384	$ 133,820

Property and Equipment (Details) - Schedule of Property and equipment - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Line Items]
Property and equipment,total	$ 786,203	$ 762,256
Less: accumulated depreciation	(448,837)	(303,118)
Property and equipment, net	337,366	459,138
Construction in process [Member]
Property, Plant and Equipment [Line Items]
Property and equipment,total	$ 15,078
Furniture, fixtures, and equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment,depreciable lives	5 years
Property and equipment,total	$ 24,915	16,046
Website [Member]
Property, Plant and Equipment [Line Items]
Property and equipment,depreciable lives	5 years
Property and equipment,total	$ 4,619	4,619
Lab equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment,depreciable lives	5 years
Property and equipment,total	$ 741,591	$ 741,591

Commitments and Contingencies (Details) $ in Millions	12 Months Ended
Commitments and Contingencies (Details) $ in Millions	Dec. 31, 2021 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Aggregate amount	$ 1.5
Toray royalty commitment	As required under the Toray Agreement (see Note 3), 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.

Commitments and Contingencies (Details) - Schedule of lease payments	Dec. 31, 2021 USD ($)
Schedule of lease payments [Abstract]
2022	$ 144,402
2023	172,954
2024	160,803
2025	100,000
2026	100,000
Thereafter	16,667
Total future lease payments	$ 694,826

Income Tax (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Income Tax (Details) [Line Items]
Deferred tax assets	$ 937,000	$ 335,000
Operating loss carryforwards	6,600,000
State net operating loss	6,300,000	$ 3,200,000
Prior to 2018 [Member]
Income Tax (Details) [Line Items]
Federal net operating losses	713,000
2018 to 2021 [Member]
Income Tax (Details) [Line Items]
Federal net operating losses	$ 5,900,000

Income Tax (Details) - Schedule of company’s deferred tax assets - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Deferred tax assets:
Net operating losses	$ 1,791,043	$ 957,902
Tax credits	3,659	31,017
Intangible assets	68,564	73,815
Other	97,945	7,432
Total deferred tax assets	1,961,211	1,070,166
Valuation allowance	(1,934,351)	(996,934)
Net deferred tax assets	26,860	73,232
Deferred tax liabilities:
Note premium amortization		(46,583)
Fixed assets	(26,860)	(26,649)
Net deferred tax assets	$ (26,860)	$ (73,232)

Income Tax (Details) - Schedule of statutory tax rates and the effective tax rates	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Schedule of statutory tax rates and the effective tax rates [Abstract]
Federal statutory rate	21.00%	21.00%
State income taxes, net of federal benefit and tax credits	5.41%	6.77%
Change in valuation allowance	(25.88%)	(28.49%)
Permanent differences	(0.53%)	0.72%
Effective tax rate	0.00%	0.00%