0001493152-24-010091 | 10-K | XBRL Viewer

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Employee Retention Credit (Details Narrative) - USD ($)	1 Months Ended	12 Months Ended
Employee Retention Credit (Details Narrative) - USD ($)	Apr. 30, 2022	Dec. 31, 2023	Dec. 31, 2022
Defined Benefit Plan Disclosure [Line Items]
Employee retention credit	$ 229,813		$ 229,813
CARES Employee Retention credit [Member]
Defined Benefit Plan Disclosure [Line Items]
Refundable tax credit		5,000
Payments to employees wages		$ 10,000
CARES Employee Retention credit [Member] \| Minimum [Member]
Defined Benefit Plan Disclosure [Line Items]
Tax credit percent		50.00%
CARES Employee Retention credit [Member] \| Maximum [Member]
Defined Benefit Plan Disclosure [Line Items]
Tax credit percent		70.00%

Subsequent Events (Details Narrative) - USD ($)		12 Months Ended
Subsequent Events (Details Narrative) - USD ($)	Feb. 15, 2024	Dec. 31, 2023	Dec. 31, 2022
Subsequent Event [Line Items]
Net proceeds from issuance of public offering		$ 5,991,359
Exercise price of warrants		$ 0.48
Warrants term		10 years
Common Stock [Member]
Subsequent Event [Line Items]
Number of shares purchased		1,500,000
Subsequent Event [Member] \| Over-Allotment Option [Member] \| Underwriter [Member]
Subsequent Event [Line Items]
Warrants to purchase of common shares	666,680
Exercise price of warrants	$ 0.375
Warrants term	5 years
Subsequent Event [Member] \| Common Stock [Member]
Subsequent Event [Line Items]
Number of shares purchased	16,667,000
Public offering price per share	$ 0.30
Gross proceeds from public offering	$ 5,000,000
Subsequent Event [Member] \| Common Stock [Member] \| Over-Allotment Option [Member]
Subsequent Event [Line Items]
Net proceeds from issuance of public offering	$ 4,400,000
Subsequent Event [Member] \| Common Stock [Member] \| Over-Allotment Option [Member] \| Underwriter [Member]
Subsequent Event [Line Items]
Number of shares purchased	2,500,000
Public offering price per share	$ 0.30

Consolidated Statements of Changes in Stockholders' Deficit - USD ($)	Series A Convertible Preferred Stock [Member] Preferred Stock [Member]	Series A-1 Convertible Preferred Stock [Member] Preferred Stock [Member]	Series B Convertible Preferred Stock [Member] Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance at Dec. 31, 2021	$ 3,272,944	$ 14,100,533	$ 16,321,065	$ 104	$ 868,163	$ (26,634,186)	$ (25,765,919)
Balance, shares at Dec. 31, 2021	205,385	380,657	391,303	1,043,103
Stock-based compensation					184,465		184,465
Exercise of stock options					1,510		$ 1,510
Exercise of stock options, shares				888			888
Net loss						(10,680,366)	$ (10,680,366)
Balance at Dec. 31, 2022	$ 3,272,944	$ 14,100,533	$ 16,321,065	$ 104	1,054,138	(37,314,552)	(36,260,310)
Balance, shares at Dec. 31, 2022	205,385	380,657	391,303	1,043,991
Stock-based compensation					151,505		$ 151,505
Exercise of stock options, shares
Net loss						(11,283,781)	$ (11,283,781)
Issuance of Series B Convertible Preferred Stock			1,124,759
Issuance of Series B Convertible Preferred Stock, shares							23,432
Conversion of convertible notes payable				$ 185	9,494,887		$ 9,495,072
Conversion of convertible notes payable, shares				1,846,020
Conversion of preferred stock	(3,272,944)	$ (14,100,533)	$ (17,445,824)	$ 771	34,818,530		$ 34,819,301
Conversion of preferred stock, shares		(380,657)	(414,735)	7,707,632			(205,385)
Initial public offering, net of issuance costs of $1,508,641				$ 150	5,991,209		$ 5,991,359
Initial public offering, net of issuance costs of $1,508,791, shares				1,500,000
Balance at Dec. 31, 2023				$ 1,210	$ 51,510,269	$ (48,598,333)	$ 2,913,146
Balance, shares at Dec. 31, 2023				12,097,643

Convertible Debt

12 Months Ended

Dec. 31, 2023

Debt Disclosure [Abstract]

Convertible Debt

7. Convertible Debt

Effective January 5, 2021, the Company entered into a Note Purchase Agreement to issue up to $2,000,000 of convertible promissory notes. On the same date, the Company entered into a convertible promissory note (2021 Convertible Note) with one investor for $1,000,000. The 2021 Convertible Note bears interest at a rate of 6% per annum and is due and payable in full on January 5, 2023. The 2021 Convertible Note automatically converts upon a qualified equity financing, as defined in the note agreement to the number of shares equal to all principal and accrued interest divided by the conversion price of $48.00, which is subject to adjustment as defined in the note agreement. The 2021 Convertible Note is also optionally convertible as defined in the note agreement for certain non-qualified financing, a change in control, or upon the maturity date of the 2021 Convertible Note. The Company incurred issuance costs of $15,613 related to the 2021 Convertible Note, which has been recorded as a debt discount and will be amortized over the term of the 2021 Convertible Note.

In September 2022, the Company entered into a Convertible Note Purchase Agreement (the Agreement) to issue up to $4,500,000 convertible promissory notes. On the same day, the Company entered into convertible promissory notes (2022 Convertible Notes) with three investors totaling $4,350,000. The 2022 Convertible Notes mature on January 13, 2023 or the occurrence of an Event of Default (as defined) and bear interest at a rate of 8% per annum which shall accrue but is not due and payable until conversion or full repayment of outstanding principal. The principal and interest outstanding under the 2022 Convertible Notes is automatically converted a) upon the closing of a Qualified Financing resulting in gross proceeds to the Company of at least $20 million into securities issued in connection with the Qualified Financing, at a discount of 30% per share; b) upon the closing of a Change of Control event into shares of capital stock of the Company or Series B preferred stock; and c) upon the closing of a Public Company Event, into shares of capital stock being issued to investors equal to two-times (2x) the amount of the outstanding principal and accrued interest then outstanding divided by the public offering price per share. The principal and interest outstanding under the 2022 Convertible Notes is convertible, at the option of the holders, at the maturity date into a new class of Company’s Preferred Stock (Series C Preferred) equal to the quotient of the outstanding principal amount plus interest divided by the Capped Price, which is defined as the price per share equal to the Valuation Cap of $30 million divided by the Company Capitalization, as defined in the Agreement.

In January 2023, the Company elected to convert the 2021 Convertible Note, including interest accrued but not yet paid of $124,759 at a conversion price of $48.00 into 23,432 shares of its Series B Preferred Stock in accordance with the terms outlined in the Note Purchase Agreement.

In February 2023, the 2022 Convertible Notes were amended to extend the maturity date to March 31, 2023 and to change the conversion price upon a Qualified Financing or Change in Control event to $30 million divided by the number of shares of the Company’s common stock issued and outstanding, on a fully diluted basis, immediately prior to the close of the Qualified Financing or Change in Control event.

AZITRA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2023 and 2022

7. Convertible Debt (continued)

During April and June 2023, the 2022 Convertible Notes were further amended to extend the maturity date to September 30, 2023 and allow for the sale of additional notes of $500,000 for a total aggregate principal of $4,850,000.

Effective June 21, 2023, the 2022 Convertible Notes, including accrued interest of $265,052, were converted to 1,846,020 shares of the Company’s common stock equal to $9,495,072. Upon conversion, the Company recorded a change in fair value of $3,630,100 and $1,250,000 for the years ended December 31, 2023 and 2022, respectively, which was recognized as a non-cash change in fair value in Other Income (Expense) on the statement of operations.

The Company evaluated the terms and conditions of the Note Purchase Agreement related to the 2021 Convertible Note in order to assess the accounting considerations under ASC 480 – Distinguishing Liabilities from Equity, and ASC 815 – Derivatives and Hedging. The Company determined the Convertible Note does not meet any of the criteria to be accounted pursuant to an ASC 480 liability. The Company also assessed the embedded features pursuant to the guidance in ASC 815 and determined the embedded features do not meet any of the criteria for bifurcation.

Convertible notes payable consisted of the following at:

Schedule of Convertible Notes Payable

	December 31, 2023		December 31, 2022
2021 Convertible Note	$	—	$	1,000,000
2022 Convertible Notes		—		5,600,000
Total convertible notes	$	—	$	6,600,000

Interest expense was $166,019 and $172,592 and included debt issuances costs of $0 and $7,981 during the years ended December 31, 2023 and 2022, respectively.

- Definition

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

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+ Details

Stock Options (Tables)

12 Months Ended

Dec. 31, 2023

Fair Value Disclosures [Abstract]

Schedule of Information about Options Outstanding and Exercisable

The following table summarizes information about options outstanding and exercisable at December 31, 2023:

		Options Outstanding						Options Exercisable
Exercise Price		Number of Options at December 31, 2023		Weighted Average Remaining Contractual Life		Weight Average Exercise Price		Number of Options at December 31, 2023		Weighted Average Remaining Contractual Life		Weighted Average Exercise Price
$	0.48		246,137		2.0 years	$	0.48		246,137		2.0 years	$	0.48
$	0.93		202,040		2.0 years	$	0.93		202,036		2.0 years	$	0.93
$	1.70		800,078		7.3 years	$	1.70		572,968		7.0 years	$	1.70
$	2.07		40,000		9.7 years	$	2.07		4,167		9.7 years	$	2.07
			1,288,255						1,025,308

Schedule of Stock Option Activity

Total stock option activity for the year ended December 31, 2023, is summarized as follows:

Schedule of Stock Option Activity

	Shares			Weighted Average Exercise Price
Outstanding at December 31, 2021		1,381,908		$	1.34
Exercised		(888	)		1.70
Forfeited		(90,702	)		5.91
Outstanding at December 31, 2022		1,290,318		$	1.33
Granted		40,000			2.07
Exercised		—			—
Forfeited		(42,063	)		0.87
Outstanding at December 31, 2023		1,288,255		$	1.37

Schedule of Total Intrinsic Value

Total intrinsic value for the 2016 plan for the year ended December 31, 2023, is summarized as follows:

Schedule of Total Intrinsic Value

	Options Outstanding at December 31, 2023		Options Exercisable at December 31, 2023
Value of Stock at December 31, 2023	$	0.92	$	0.92
Exercise Price		0.48		0.48
Intrinsic Value Per Share		0.44		0.44
Options O/S		246,137		246,137
Intrinsic Value at December 31, 2023	$	108,300	$	108,300

Schedule of Net Loss Per Share, Basic and Diluted (Details) - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Earnings Per Share [Abstract]
Net loss per share, basic	$ (1.83)	$ (12.74)
Net loss per share, diluted	$ (1.83)	$ (12.74)

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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- Definition

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

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+ Details

Schedule of Convertible Notes Payable (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Convertible notes payable, net		$ 6,600,000
2021 Convertible Note [Member]
Debt Instrument [Line Items]
Convertible notes payable, net		1,000,000
2022 Convertible Note [Member]
Debt Instrument [Line Items]
Convertible notes payable, net		$ 5,600,000

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
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-URI https://asc.fasb.org//1943274/2147482900/835-30-50-1

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-Paragraph 1
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (SX 210.12-04(a))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-3

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Schedule of Stock Option Activity (Details) - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Fair Value Disclosures [Abstract]
Number of Options, Outstanding Beginning	1,290,318	1,381,908
Weighted Average Exercise Price, Outstanding	$ 1.33	$ 1.34
Number of Options, Exercised		(888)
Weighted Average Exercise Price, Exercised		$ 1.70
Number of Options, Forfeited	(42,063)	(90,702)
Weighted Average Exercise Price, Forfeited	$ 0.87	$ 5.91
Number of Options, Granted	40,000
Weighted Average Exercise Price, Granted	$ 2.07
Number of Options, Exercised		888
Number of Options, Outstanding Ending	1,288,255	1,290,318
Weighted Average Exercise Price, Outstanding	$ 1.37	$ 1.33

Stock Options (Details Narrative) - USD ($)	1 Months Ended	12 Months Ended
Stock Options (Details Narrative) - USD ($)	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Fair Value, Option, Quantitative Disclosures [Line Items]
Stock options granted		40,000
Performance Shares [Member]
Fair Value, Option, Quantitative Disclosures [Line Items]
Performance stock options shares		326,438
Number of stock options outstanding		13,120	13,120
Fair value of stock options		$ 109,551	$ 109,551
General and Administrative Expense [Member]
Fair Value, Option, Quantitative Disclosures [Line Items]
Stock compensation expense		125,555	131,185
Research and Development Expense [Member]
Fair Value, Option, Quantitative Disclosures [Line Items]
Stock compensation expense		$ 25,950	$ 53,280
2023 Stock Incentive Plan [Member] \| Performance Shares [Member]
Fair Value, Option, Quantitative Disclosures [Line Items]
Weighted average period		3 years 6 months 29 days
2023 Stock Incentive Plan [Member] \| Equity Option [Member]
Fair Value, Option, Quantitative Disclosures [Line Items]
Shares available for future grant		1,960,000
2023 Stock Incentive Plan [Member] \| Common Stock [Member]
Fair Value, Option, Quantitative Disclosures [Line Items]
Stock options granted	2,000,000	40,000
Stock options available for grants		1,960,000
2016 Stock Incentive Plan [Member]
Fair Value, Option, Quantitative Disclosures [Line Items]
Performance stock options shares		246,137
2016 Stock Incentive Plan [Member] \| Performance Shares [Member]
Fair Value, Option, Quantitative Disclosures [Line Items]
Weighted average period		1 year 3 months 25 days
2016 Stock Incentive Plan [Member] \| Equity Option [Member]
Fair Value, Option, Quantitative Disclosures [Line Items]
Shares available for future grant		242,340
2016 Stock Incentive Plan [Member] \| Common Stock [Member]
Fair Value, Option, Quantitative Disclosures [Line Items]
Stock options granted		1,248,255
Stock options available for grants		242,340

Organization and Nature of Operations (Details Narrative) - USD ($)		1 Months Ended	6 Months Ended	12 Months Ended
	May 17, 2023	Jun. 30, 2023	Jun. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Proceeds from initial public offering				$ 5,991,359
Forward stock split	7.1-for-1 forward stock split		7.1-for-1 forward stock split
Accumulated deficit				48,598,333	37,314,552
Loss from operations				7,616,395	9,453,604
Net cash used in operating activities				$ 7,362,375	$ 8,349,469
Maximum [Member]
Property, Plant and Equipment [Line Items]
Sale of stock price per share	$ 0.01
Minimum [Member]
Property, Plant and Equipment [Line Items]
Sale of stock price per share	$ 0.0001
IPO [Member]
Property, Plant and Equipment [Line Items]
Shares of common stock		1,500,000
Sale of stock price per share		$ 5.00	$ 5.00
Proceeds from initial public offering			$ 6.0

Schedule of (Benefit) Provision for Income Taxes (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Federal
Foreign	17,308
State
Total current	17,308
Foreign
State
Total deferred
Total provision for income taxes	$ 17,308

- Definition

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

+ References + Details

Schedule of Numerator for Basic and Diluted Weighted Average Common Stock Outstanding (Details) - shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Total, basic	6,924,453	1,055,399
Total, diluted	6,924,453	1,055,399
Common Stock [Member]
Total, basic	6,919,081	1,043,932
Total, diluted	6,919,081	1,043,932
Warrant [Member]
Total, basic	5,372	11,467
Total, diluted	5,372	11,467

Schedule of Changes in Level 3 Instruments Measured on a Recurring Basis (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Changes in fair value of warrants	$ (34,830)	$ (821)
Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Balance at December 31, 2022	5,670,283	71,104
Changes in fair value of warrants	(34,830)	(821)
Issuance of 2022 Convertible Notes		4,350,000
Changes in fair value of 2022 Convertible Notes	3,630,100	1,250,000
Conversion of 2022 Convertible Notes	(9,230,100)
Balance at December 31, 2023	$ 35,453	$ 5,670,283

Stockholders’ Equity

12 Months Ended

Dec. 31, 2023

Equity [Abstract]

Stockholders’ Equity

8. Stockholders’ Equity

On May 17, 2023, the Company effected a 7.1-for-1 forward stock split (the “Forward Stock Split”) of its issued and outstanding shares of common stock and a proportional adjustment to the existing conversion ratios for each series of the Company’s preferred stock. The par value of the common stock was adjusted as a result of the Forward Stock Split from $0.01 to $0.0001 and the authorized shares were increased to 100,000,000 shares of common stock in connection with the Forward Stock Split. Fractional shares resulting from the Forward Stock Split were rounded down to the next whole share and in lieu of any fractional shares the Company will pay a cash amount to the holder of such fractional shares. The accompanying financial statements and notes to the financial statements give retroactive effect to the Forward Stock Split for all periods presented. Shares of common stock underlying outstanding stock-based awards and other equity instruments were proportionately increased and the respective per share value and exercise prices, if applicable, were proportionately decreased in accordance with the terms of the agreements governing such securities.

Common Stock

At December 31, 2023 and 2022, per the Company’s amended and restated Certificate of Incorporation, the Company was authorized to issue 100,000,000 shares of $0.0001 par value common stock.

Each share of common stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders and the holders of the Common Stock are entitled to elect one director of the Corporation.

The Company currently has 1,611,991 shares of common stock reserved for future issuance for the potential exercise of stock options and warrants outstanding at December 31, 2023.

AZITRA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2023 and 2022

8. Stockholders’ Equity (continued)

Preferred Stock

At December 31, 2023 and 2022, per the Company’s amended and restated Certificate of Incorporation, the Company has authorized 1,437,150 shares of $0.0001 par value preferred stock.

In January 2023, the Company issued 23,432 shares of its Series B Preferred Stock related to conversion of the 2021 Convertible Note at a conversion price of $48.00 per share (see Note 7).

The Series A, Series A-1, and Series B Preferred Stock had the following rights, preferences and privileges :

Conversion

The preferred stock was converted, at the option of the holder, into common shares based upon a predefined formula. The holders of preferred stock converted such shares into common shares upon the Company’s IPO. For purpose of conversion, the initial conversion price was $16.25 per share (original issue price) for Series A Preferred Stock, $37.50 per share (original issue price) for Series A-1 Preferred Stock, and $43.45 per share (original issue price) for Series B Preferred Stock, and was subject to adjustment as described in the Certificate of Incorporation.

Upon the Company’s IPO in June 2023, all of the outstanding preferred stock converted to common stock, resulting in the issuance of 1,458,233, 2,964,849, and 3,284,553 shares of common stock in exchange for outstanding Series A, Series A-1, and Series B Preferred Stock, respectively. There was no gain or loss upon conversion.

Voting Rights

The holders of the Series A, Series A-1, and Series B Preferred Stock were entitled to vote on any matter presented to the stockholders of the Corporation for their action or consideration at any meeting of stockholders of the Corporation (or by written consent of stockholders in lieu of meeting), each holder of outstanding shares of preferred stock was entitled to cast the number of votes equal to the number of whole shares of Common Stock into which the shares of preferred stock held by such holder converted as of the record date for determining stockholders entitled to vote on such matter. The holders of the Series A and Series A-1 Preferred Stock were each entitled to elect one director of the Corporation. The holders of the Series B Stock were entitled to elect two members of the Board. Each class of preferred stock could have removed such directors from office and to fill any vacancy caused by the resignation, death or removal of such directors under certain circumstances as described in the Certificate of Incorporation.

Dividends

The holders of Series A Preferred Stock were entitled to receive dividends at a rate of 8% per annum of the Series A original issue price of $16.25 per share on each outstanding share of Series A Preferred Stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series A Preferred Stock). Dividends accumulated from the original date of issuance of the Series A Preferred Stock, were cumulative and were payable upon declaration of the Board of Directors or liquidation of the Company. At December 31, 2023, there were no cumulative dividends on Series A Preferred Stock as there was no longer any Series A Preferred Stock outstanding.

The holders of Series A-1 Stock were entitled to receive dividends at a rate of 8% per annum of the Series A-1 original issue price of $37.50 per share on each outstanding share of Series A-1 (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series A-1 Preferred Stock). Dividends were cumulative and were payable upon declaration of the Board of Directors or liquidation of the Company. At December 31, 2023, there were no cumulative dividends on Series A-1 Preferred Stock as there was no longer any Series A-1 Preferred Stock outstanding.

AZITRA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2023 and 2022

8. Stockholders’ Equity (continued)

The holders of Series B Stock were entitled to receive dividends at a rate of 8% per annum of the Series B original issue price of $43.45 per share on each outstanding share of Series B (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock). Dividends were cumulative and were payable upon declaration of the Board of Directors or liquidation of the Company. At December 31, 2023, there were no cumulative dividends on Series B Preferred Stock as there was no longer any Series B Preferred Stock outstanding.

Liquidation

In the event of any liquidation, dissolution or winding up of the Company, the holders of the preferred stock were entitled to receive, prior to and in preference to the holders of the common shares, an amount equal to the Series A, Series A-1, or Series B Preferred Stock original issue price, plus declared and/or accrued but unpaid dividends. In the event of any such liquidation event, after the payment of all preferential amounts required to be paid to the holders of shares of preferred stock, the remaining assets of the Corporation available for distribution to its stockholders shall be distributed among the holders of the shares of preferred stock and Common Stock, pro rata based on the number of shares held by each such holder, treating for this purpose all such securities as if they had been converted into Common Stock pursuant to the terms of the Certificate of Incorporation immediately prior to such liquidation event.

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 235
-Name Accounting Standards Codification
-Section 50
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-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//505/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

+ Details

Schedule of Accrued Expenses (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Payables and Accruals [Abstract]
Employee payroll and bonuses	$ 207,556	$ 371,010
Vacation	31,074	27,082
Research and development projects	85,767	316,389
Interest		223,792
Professional fees	35,624	24,502
Other	23,647	31,186
Total accrued expenses	$ 383,668	$ 993,961

Operating Leases

12 Months Ended

Dec. 31, 2023

Operating Leases

Operating Leases

15. Operating Leases

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

During 2019, the Company entered into a new lease agreement for office and laboratory space in Laval, Canada. The Laval lease required monthly lease payments of $5,221 which increased approximately 10% per year upon renewal. The Laval lease is initially for a one year term with additional one year renewal terms available.

AZITRA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2023 and 2022

15. Operating Leases (continued)

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

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

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


2024	$	338,254
2025		279,475
2026		206,423
2027		74,273
2028		—
Thereafter		—
Total future undiscounted lease payments		898,424
Less interest		(53,246	)
Present value of minimum lease payments	$	845,178

Rent expense for all operating leases was $338,856 for the year ended December 31, 2023. The weighted average lease term for all operating leases is 2.9 years. The weighted average discount rate for all operating leases is 4.25%.

Finance Leases

During 2023, the Company entered into an agreement with Hewlett Packard to lease equipment. The lease requires monthly payments of $1,478, including tax. The lease is for a 3-year term with option of purchase or extension at term end. The remaining lease term is 2.8 years and the discount rate is 9.60%.

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


2024	$	17,740
2025		17,740
2026		10,349
2027		—
Thereafter		—
Total future undiscounted lease payments		45,829
Less interest		(5,060	)
Present value of minimum lease payments	$	40,769

Lease expense for the finance lease was $6,450 for the year ended December 31, 2023. Interest expense for the finance lease was $1,707 for the year ended December 31, 2023.

AZITRA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2023 and 2022

Organization and Nature of Operations

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Organization and Nature of Operations

1. Organization and Nature of Operations

Azitra, Inc. was founded on January 2, 2014. It is a synthetic biology company focused on screening and genetically engineering microbes of the skin. The mission is to discover and develop novel therapeutics to create a new paradigm for treating skin disease. The Company’s discovery platform is screened for naturally occurring bacterial cells with beneficial effects. These microbes are then genomically sequenced and engineered to make cellular therapies, recombinant therapeutic proteins, peptides and small molecules for precision treatment of dermatology diseases. On May 17, 2023, the Company changed its name to from “Azitra Inc” to “Azitra, Inc.”

The Company maintains a location in Montreal, Canada for certain research activities. This location and operations conducted there remained consistent throughout 2022 and 2023. The Company also opened a manufacturing and laboratory space in Groton, Connecticut during 2021.

Forward Stock Split, Change in Par Value, and Initial Public Offering

In June 2023, the Company completed its initial public offering (IPO) in which it issued and sold 1,500,000 shares of its common stock at a price to the public of $5.00 per share. The shares began trading on the NYSE American on June 16, 2023 under the symbol “AZTR”. The net proceeds received by the Company from the offering were $6.0 million, after deducting underwriting discounts, commissions and other offering expenses.

Immediately prior to the effectiveness of the Company’s registration statement, the Company effected a 7.1-for-1 forward stock split of its issued and outstanding shares of common stock (the Forward Stock Split). On May 17, 2023, the Company changed the par value of its capital stock from $0.01 to $0.0001. Accordingly, all share and per share amounts for all periods presented in the accompanying audited consolidated financial statements and notes thereto have been adjusted retroactively, where applicable, to reflect the effect of the Forward Stock Split. Refer to Note 8 for additional details relating to the Forward Stock Split.

Going Concern Matters

The consolidated financial statements have been prepared on the going concern basis, which assumes that the Company will continue in operation for the foreseeable future and which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, management has identified the following conditions and events that created an uncertainty about the ability of the Company to continue as a going concern. As of and for the year ended December 31, 2023, the Company has an accumulated deficit of $48.6 million, a loss from operations of $7.6 million and used $7.4 million to fund operations. These factors among others raise substantial doubt about the Company’s ability to continue as a going concern.

Management plans to continue to raise funds through equity and debt financing to fund operating and working capital needs; however, the Company will require a significant amount of additional funds to complete the development of its products and to fund additional losses which the Company expects to incur over the next few years as the Company does not yet have product revenue. There can be no assurance that the Company will be successful in securing additional financing to meet its operating needs.

These conditions and events create uncertainty about the ability of the Company to continue as a going concern for twelve months from the date that the financial statements are available to be issued. The financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.

AZITRA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2023 and 2022

Schedule of Total Intrinsic Value (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Options Outstanding Exercise Price	$ 1.37	$ 1.33	$ 1.34
Options Outstanding	1,288,255	1,290,318	1,381,908
2016 Stock Incentive Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Options Outstanding Value of Stock	$ 0.92
Options Exercisable Value of Stock	0.92
Options Outstanding Exercise Price	0.48
Options Exercisable Exercise Price	0.48
Options Outstanding Intrinsic Value Per Share	0.44
Options Excercisable Intrinsic Value Per Share	$ 0.44
Options Outstanding	246,137
Options Exercisable	246,137
Options Outstanding Intrinsic Value	$ 108,300
Options Exercisable Intrinsic Value	$ 108,300

Net Loss Per Share (Tables)

12 Months Ended

Dec. 31, 2023

Earnings Per Share [Abstract]

Schedule of Numerator for Basic and Diluted Net Loss Per Share

The numerator for basic and diluted net loss per share is as follows for the years ended December 31, 2023 and 2022:

	2023			2022
	December 31,
	2023			2022
Net loss	$	(11,283,781	)	$	(10,680,366	)
Dividends on preferred stock		(1,355,347	)		(2,768,984	)
Net loss attributable to common stockholders	$	(12,639,128	)	$	(13,449,350	)

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

The denominator is as follows for the years ended December 31, 2023 and 2022:

	December 31,
	2023		2022
Weighted average common stock outstanding, basic and diluted		6,919,081		1,043,932
$0.01 warrants		5,372		11,467
Total		6,924,453		1,055,399

Schedule of Net Loss Per Share, Basic and Diluted

Net loss per share, basic and diluted is as follows for the years ended December 31, 2023 and 2022:

	December 31,
	2023			2022
Net Loss per share, basic and diluted	$	(1.83	)	$	(12.74	)

Schedule of Calculation of Diluted Net Loss Per Share

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

	2023		2022
	December 31,
	2023		2022
Options to purchase shares of common stock	$	1,288,255	$	1,290,318
Warrants outstanding		323,736		263,743
Total	$	1,611,991	$	1,554,061

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies

Basis of Accounting

The financial statements of the Company are prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”).

Use of Estimates

The preparation of the financial statement in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the balance sheet. These estimates and assumptions are based on current facts, historical experience, and various other factors believed to be reasonable under the circumstances, the results which form the basis for making judgements about the carrying values of assets and liabilities and the recording of expenses that are not readily apparent from other sources. While management believes the estimates and assumptions are appropriate, actual results may differ materially and adversely from these estimates.

Cash and Cash Equivalents

For purposes of the balance sheets and statements of cash flows, the Company considers all cash on hand, demand deposits and all highly liquid investments with original maturities of three months or less to be cash equivalents.

Property and Equipment

Property and equipment are recorded at cost. Depreciation is computed using the straight-line method over the estimated useful lives, which range from 3 to 10 years. Expenditures for maintenance and repairs, which do not extend the economic useful life of the related assets, are charged to operations as incurred. Gains or losses on disposal of property and equipment are reflected in the statements of operations in the period of disposal.

Accounts Receivable

The Company carries its accounts receivable at cost less an allowance for expected credit losses. On a periodic basis, the Company evaluates its accounts receivable and establishes an allowance for expected credit losses based on a history of past write-offs, collections and current conditions. There was no allowance for credit losses at December 31, 2023 and 2022.

Deferred Offering Costs

The Company capitalizes deferred offering costs, which primarily consist of direct, incremental legal, professional, accounting, and other third-party fees relating to the Company’s initial public offering. In June 2023, the Company consummated its IPO and recorded such amounts against the gross proceeds of its IPO within the statements of stockholders’ equity. During the fourth quarter the Company incurred $67,859 of costs related to a follow-on offering.

Leases

In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-02, Leases (“Topic 842”). ASU 2016-02 requires lessees to present right-of-use (“ROU”) assets and lease liabilities on the balance sheet for all leases with terms longer than 12 months.

In calculating the effect of ASU 2016-02, the Company elected the transition method thereby not restating comparable periods. The Company elected to account for non-lease components as part of the lease component to which they relate. Lease accounting involves significant judgments, including making estimates related to the lease term, lease payments, and discount rate. In accordance with the guidance, the Company recognized ROU assets and lease liabilities for all leases with a term greater than 12 months. Leases are classified as either operating or financing leases based on the economic substance of the agreement.

AZITRA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2023 and 2022

2. Summary of Significant Accounting Policies (continued)

The Company has operating leases for buildings. Currently, the Company has 3 operating leases with a ROU asset and lease liability totaling $1,418,502 as of January 1, 2022. The basis, terms and conditions of the leases are determined by the individual agreements. The Company’s option to extend certain leases ranges from 36 – 52 months. All options to extend have been included in the calculation of the ROU asset and lease liability. The leases do not contain residual value guarantees, restrictions, or covenants that could incur additional financial obligations to the Company. There are no subleases, sale-leaseback, or related party transactions. The Company utilizes a weighted average discount rate of 4.25% and 9.60% for its operating and finance leases, respectively.

At December 31, 2023, the Company had operating right-of-use assets with a net value of $828,960 and current and long-term operating lease liabilities of $307,655 and $537,523, respectively.

In 2023, the Company entered into a lease for the use of certain equipment that is classified as a finance lease. The finance lease has a term of 36 months. At December 31, 2023, the Company had financing right-of-use assets with a net value of $40,002 and current and long-term operating lease liabilities of $14,600 and $26,169, respectively.

Intangible Assets

Intangible assets consist of trademarks and patents. All costs directly related to the filing and prosecution of patent and trademark applications are capitalized. Patents are amortized over their respective remaining useful lives upon formal approval. Trademarks have an indefinite life.

The Company accounts for other indefinite life intangible assets in accordance ASC Topic 350, Goodwill and Other Intangible Assets (ASC 350). ASC 350 requires that intangible assets that have indefinite lives are required to be tested at least annually for impairment or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Intangible assets that have finite lives will continue to be amortized over their useful lives. Impairment losses relating to license agreements were $78,606 and $0 during the years ended December 31, 2023 and 2022, respectively, and are included in general and administrative expenses on the accompanying consolidated statement of operations.

Deferred Patent Costs

Deferred patent costs represent legal and filing expenses incurred related to the submission of patent applications for patents pending approval. These deferred costs will begin to be amortized over their estimated useful lives upon the formal approval of the patent. If the patent is not issued, the costs associated with the patent will be expensed in the year the patent was rejected. Impairment losses relating to deferred patent costs during the years ended December 31, 2023 and 2022 were $272,754 and $0, respectively, and are included in general and administrative expenses on the accompanying consolidated statement of operations.

Impairment of Long-Lived Assets

In accordance with ASC Topic 360-10, Accounting for the Impairment or Disposal of Long-Lived Assets (ASC 360-10), the Company’s policy is to review its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In connection with this review, the Company also reevaluates the periods of depreciation for these assets. The Company recognizes an impairment loss when the sum of the undiscounted expected future cash flows from the use and eventual disposition of the asset is less than its carrying amount. If an asset is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the asset, which is determined using the present value of the net future operating cash flows generated by the asset.

AZITRA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2023 and 2022

2. Summary of Significant Accounting Policies (continued)

Convertible Debt and Warrant Accounting

Warrants

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

For issued warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations under Other Income (Expense).

Convertible debt

When the Company issues debt with a conversion feature, it first assesses whether the debt should be accounted for in accordance with ASC 480 – Distinguishing Liabilities from Equity. If the debt does not meet the criteria of an ASC 480 liability, the note’s conversion features require bifurcation in accordance with ASC 815 – Derivatives and Hedging. If the Company determines the embedded conversion feature requires bifurcation in accordance with ASC 815, the Company also considers if it can elect the fair value option. The Convertible Notes were converted into the Company’s common stock on the Closing Date of the Company’s IPO. Under 815-15-25, the election can be at the inception of a financial instrument to account for the instrument under the fair value option under ASC 825. The Company has made such election for the 2022 Convertible Notes. Using the fair value option, the convertible promissory note is to be recorded at its initial fair value on the date of issuance, and each balance sheet date thereafter. The Company evaluates the change based on the conversion price at the current market value. When recognized, changes in the estimated fair value of the notes are recognized as a non-cash gain or loss in Other Income (Expense) on the statements of operations. The Company elected the fair value option for the 2022 Convertible Notes and recorded the notes at their initial fair values with subsequent changes in fair value recorded in earnings.

Convertible Preferred Stock

As the Convertible Preferred stockholders have liquidation rights in the event of a deemed liquidation event that, in certain situations, are not solely within the control of the Company and would require the redemption of the then-outstanding Convertible Preferred Stock, the Company classifies the Convertible Preferred Stock in mezzanine equity on the balance sheet.

As noted in Note 8, at the Closing Date of the Company’s IPO, the Convertible Preferred stock converted into shares of the Company’s common stock.

Revenue

The Company follows the five steps to recognize revenue from contracts with customers under ASC 606, Revenue from Contracts with Customers (“ASC 606”), which are:

●

Step 1: Identify the contract(s) with a customer

AZITRA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2023 and 2022

2. Summary of Significant Accounting Policies (continued)

	●	Step 2: Identify the performance obligations in the contract
	●	Step 3: Determine the transaction price
	●	Step 4: Allocate the transaction price to the performance obligations in the contract
	●	Step 5: Recognize revenue when (or as) a performance obligation is satisfied

The Company generates service revenue through a joint development agreement with a research partner. The Company recognizes revenue related to the research and development aspects of the agreement over time using the input method as work is performed on the contract.

The Company also generates grant revenue, which represents monies received on contracts with various federal agencies and nonprofit research institutions for general research conducted by the Company to further their product development and are therefore considered contributions to the Company. The contracts are generally for periods of one year or more and can be cancelled by either party. The Company concluded that the grant arrangements do not meet the criteria to be treated as a collaborative arrangement under FASB ASC Topic 808 as the Company is the only active participant in the arrangement. The grant arrangements also do not meet the criteria for revenue recognition under Topic 606, as the U.S. Government would not meet the definition of a customer.

Amounts earned under these grant contracts are recorded as a reduction to research and development expense when eligible expenses are incurred and the right to payment is realizable or realized and earned. The Company believes this policy is consistent with Topic 606, to ensure that recognition reflects the transfer of promised goods or services to customers in an amount that reflects the consideration that the Company expects to be entitled to in exchange for those goods or services, even though there is no exchange as defined in Topic 606. Additionally, the Company has determined that the recognition of amounts received as costs are incurred and amounts become realizable is analogous to the concept of transfer of control of a service over time under Topic 606.

Receipts of grant awards in advance, which are payable back to the funding agency if not used in accordance with conditions in the grants related to allowable costs or receipt of funding from research partners related to service revenue arrangements before work is performed on the contract, are classified as contract liabilities in the accompanying balance sheets.

Research and Development

The Company accounts for research and development costs in accordance with Accounting Standards Codification (ASC) subtopic 730-10, Research and Development. Accordingly, internal research and development costs are expensed as incurred. Research and development costs consist of costs related to labor, materials and supplies. Advance payments for goods and services that will be used in future research and development activities are expensed when the activity has been performed or when the goods have been received. Research and development costs incurred were $3,809,063 and $6,097,938 during the years ended December 31, 2023 and 2022, respectively.

At December 31, 2023 and 2022, the Company has a state tax credit receivable of $86,778 and $32,459, respectively, for pending refunds related to the selling of research and development tax credits back to the State of Connecticut. At December 31, 2023 and 2022, the Company has $20,040 and $28,925, respectively, for pending refunds related to Canadian Scientific Research and Experimental Development (SRED) credits. At December 31, 2023 and 2022, the Company has also recorded $11,565 and $8,282, respectively, related to refunds of Canadian Goods and Services Tax (GST) and Quebec Sales Tax (QST). Receipts of refunds are recorded in other income on the statements of operations.

Stock-Based Compensation

The Company accounts for stock-based compensation in accordance with ASC 718, Compensation-Stock Compensation (ASC 718). ASC 718 requires employee stock options and rights to purchase shares under stock participation plans to be accounted for at fair value. ASC 718 requires that compensation costs related to share-based payment transactions be recognized as operating expenses in the financial statements. Under this method, compensation costs for all awards granted or modified are measured at estimated fair value at date of grant and are included as compensation expense over the vesting period during which an employee provides service in exchange for the award. For awards with a performance condition that affects vesting, the Company recognizes compensation expense when it is determined probable that the performance condition will be achieved. The Company recognizes the effect of forfeitures when the forfeitures occur.

AZITRA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2023 and 2022

2. Summary of Significant Accounting Policies (continued)

The Company uses a Black-Scholes option pricing model to determine fair value of its stock options. The Black-Scholes model includes various assumptions, including the value of the underlying common stock, the expected life of stock options, the expected volatility and the expected risk-free interest rate. These assumptions reflect the Company’s best estimates, but they involve inherent uncertainties based on market conditions generally outside of the control of the Company. As a result, if other assumptions had been used, stock-based compensation cost could have been materially impacted. Furthermore, if the Company uses different assumptions for future grants, stock-based compensation cost could be materially impacted in future periods.

The Company accounts for equity instruments issued to non-employees in accordance with the provisions of ASC 718 as updated by Accounting Standards Update (ASU) No. 2018-07, Improvements to Nonemployee Share-Based Payment Accounting, which expands the scope of ASC 718 to include share-based payment transactions to non-employees.

The following assumptions are used in valuing options issued using the Black-Scholes option pricing model:

Expected Volatility. The expected volatility of the Company’s shares is estimated based on the average volatility of peer companies.

Expected Term. The expected term of options is estimated using the simplified method which is based on the vesting period and contractual term for each grant, or for each vesting-tranche for awards with graded vesting.

Underlying Common Stock Value. The underlying common stock value of the Company’s shares is estimated by a third-party valuation expert up until the Company’s IPO, at which time the Company utilized its trading price on the NYSE American on the date of grant.

Risk-free Interest Rate. The Company bases the risk-free interest rate on the implied yield available on a U.S. Treasury note with terms equal to the expected term of the underlying grant.

Dividend Yield. The Black-Scholes valuation model calls for a single expected dividend yield as an input. The Company has not paid dividends on Common stock in the past nor does it expect to pay dividends on Common stock in the near future. As such, the Company uses a dividend yield percentage of zero.

Income Taxes

The Company uses the liability method of accounting for income taxes, as set forth in ASC 740, Accounting for Income Taxes. Under this method, deferred tax assets and liabilities are recognized for the expected future tax consequence of temporary differences between the carrying amounts and the tax basis of assets and liabilities and net operating loss carry forwards, all calculated using presently enacted tax rates.

Management has evaluated the effect of ASC guidance related to uncertain income tax positions and concluded that the Company has no significant financial statement exposure to uncertain income tax positions at December 31, 2023 and December 31, 2022. The Company’s income tax returns have not been examined by tax authorities through December 31, 2023.

AZITRA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2023 and 2022

2. Summary of Significant Accounting Policies (continued)

Net Loss Per Share

The Company computes basic net loss per weighted average share attributable to common stockholders using the weighted average number of shares of common stock outstanding during the period. The Company computes diluted net loss per weighted average share attributable to common stockholders using the weighted average number of shares of common and dilutive potential common shares outstanding during the period. Potential common shares outstanding consist of stock options, warrants and preferred stock and are excluded if their effect is anti-dilutive. Diluted weighted average common shares did not include any incremental shares for the fiscal year ended December 31, 2023 and 2022.

Certain Risks and Uncertainties

The Company’s activities are subject to significant risks and uncertainties including the risk of failure to secure additional funding to properly execute the Company’s business plan. The Company is subject to risks that are common to companies in the pharmaceutical industry, including, but not limited to, development by the Company or its competitors of new technological innovations, dependence on key personnel, reliance on third party manufacturers, protection of proprietary technology, and compliance with regulatory requirements.

Fair Value Measurements

The Company carries certain liabilities at fair value on a recurring basis. A fair value hierarchy that consists of three levels is used to prioritize the inputs to fair value valuation techniques:

	●	Level 1 – Inputs are based upon observable or quoted prices for identical instruments traded in active markets.
	●	Level 2 – Inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
	●	Level 3 – Inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models, and similar techniques.

In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as considers counterparty credit risk in its assessment of fair value.

Financial Instruments

The Company’s financial instruments are primarily comprised of accounts receivable, accounts payable, accrued liabilities, and long-term debt. For accounts receivable, accounts payable and accrued liabilities, the carrying amount approximates fair value due to the short-term maturities of such instruments. The estimated fair value of the Company’s long-term debt approximates carrying value.

Concentration of Credit Risk and Off- Balance Sheet Risk

Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents. Cash equivalents are occasionally invested in certificates of deposit. The Company maintains each of its cash balances with high-quality and accredited financial institutions and accordingly, such funds are not exposed to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. Deposits in financial institutions may, from time to time, exceed federally insured limits. The Company has not experienced any losses on its deposits of cash. The Company maintains a portion of its cash and cash equivalent balances in the form of a money market account with a financial institution that management believes to be creditworthy.

AZITRA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2023 and 2022

2. Summary of Significant Accounting Policies (continued)

Recent Accounting Pronouncements

In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. This standard simplifies the accounting for income taxes through the removal of various exceptions previously provided, as well as providing additional reporting requirements for income taxes. The ASU is effective for the Company on January 1, 2022. The Company has adopted this standard effective January 1, 2022, which did not have a material impact to the financial statements.

In June 2016, the FASB issued ASU No. 1026-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (ASC 326), which replaces the incurred loss methodology with the expected loss methodology. This standard is referred to as the current expected credit loss (“CECL”) methodology. CECL This standard is effective for the Company on January 1, 2023. The Company has adopted this standard effective January 1, 2023, which did not have a material impact to the financial statements.

Management does not believe that any other recently issued, but not yet effective, accounting standards could have a material effect on the accompanying financial statements. As new accounting pronouncements are issued, the Company will adopt those that are applicable under the circumstances.

Property and Equipment

12 Months Ended

Dec. 31, 2023

Property, Plant and Equipment [Abstract]

Property and Equipment

4. Property and Equipment

Property and equipment consisted of the following at December 31, 2023 and December 31, 2022:

Schedule of Property And Equipment

	December 31, 2023			December 31, 2022
Laboratory equipment	$	1,013,134		$	1,034,579
Computers and office equipment		30,825			30,825
Furniture and fixtures		24,316			24,316
Leasehold improvements		28,855			28,855
Building equipment		14,932			14,932
Total property and equipment		1,112,062			1,133,507
Less accumulated depreciation & amortization		(401,987	)		(286,549	)
Total property, plant, and equipment, net	$	710,075		$	846,958

AZITRA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2023 and 2022

4. Property and Equipment (continued)

Depreciation expense was $122,010 and $120,651 for the years ended December 31, 2023 and 2022, respectively.

For the years ended December 31, 2023 and 2022 there were losses on disposal of property and equipment recorded of $41,417 and $7,923, respectively, and are included in other income (expense) on the accompanying consolidated statement of operations.

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Basis of Accounting

The financial statements of the Company are prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”).

Use of Estimates

Cash and Cash Equivalents

Property and Equipment

Accounts Receivable

Deferred Offering Costs

Leases

AZITRA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2023 and 2022

2. Summary of Significant Accounting Policies (continued)

At December 31, 2023, the Company had operating right-of-use assets with a net value of $828,960 and current and long-term operating lease liabilities of $307,655 and $537,523, respectively.

Intangible Assets

Deferred Patent Costs

Impairment of Long-Lived Assets

AZITRA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2023 and 2022

2. Summary of Significant Accounting Policies (continued)

Convertible Debt and Warrant Accounting

Warrants

Convertible debt

Convertible Preferred Stock

As noted in Note 8, at the Closing Date of the Company’s IPO, the Convertible Preferred stock converted into shares of the Company’s common stock.

Revenue

The Company follows the five steps to recognize revenue from contracts with customers under ASC 606, Revenue from Contracts with Customers (“ASC 606”), which are:

●

Step 1: Identify the contract(s) with a customer

AZITRA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2023 and 2022

2. Summary of Significant Accounting Policies (continued)

	●	Step 2: Identify the performance obligations in the contract
	●	Step 3: Determine the transaction price
	●	Step 4: Allocate the transaction price to the performance obligations in the contract
	●	Step 5: Recognize revenue when (or as) a performance obligation is satisfied

Research and Development

Stock-Based Compensation

AZITRA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2023 and 2022

2. Summary of Significant Accounting Policies (continued)

The following assumptions are used in valuing options issued using the Black-Scholes option pricing model:

Expected Volatility. The expected volatility of the Company’s shares is estimated based on the average volatility of peer companies.

Risk-free Interest Rate. The Company bases the risk-free interest rate on the implied yield available on a U.S. Treasury note with terms equal to the expected term of the underlying grant.

Income Taxes

AZITRA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2023 and 2022

2. Summary of Significant Accounting Policies (continued)

Net Loss Per Share

Certain Risks and Uncertainties

Fair Value Measurements

The Company carries certain liabilities at fair value on a recurring basis. A fair value hierarchy that consists of three levels is used to prioritize the inputs to fair value valuation techniques:

	●	Level 1 – Inputs are based upon observable or quoted prices for identical instruments traded in active markets.
	●	Level 2 – Inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
	●	Level 3 – Inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models, and similar techniques.

Financial Instruments

Concentration of Credit Risk and Off- Balance Sheet Risk

AZITRA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2023 and 2022

2. Summary of Significant Accounting Policies (continued)

Recent Accounting Pronouncements

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2023

Fair Value Disclosures [Abstract]

Schedule of Fair Value Measurements for Assets and Liabilities

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

December 31, 2023

Description	Level 1		Level 2		Level 3		Total
Liabilities
Common stock warrants	$	—	$	—	$	35,453	$	35,453
Total	$	—	$	—	$	35,453	$	35,453

December 31, 2022

Description	Level 1		Level 2		Level 3		Total
Liabilities
Common stock warrants	$	—	$	—	$	70,283	$	70,283
2022 Convertible Notes		—		—		5,600,000		5,600,000
Total	$	—	$	—	$	5,670,283	$	5,567,283

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

The following table presents the changes in Level 3 instruments measured on a recurring basis for the period ended December 31, 2023:


Balance at December 31, 2021	$	71,104
Change in fair value of warrants		(821	)
Issuance of 2022 Convertible Notes		4,350,000
Change in fair value of 2022 Convertible Notes		1,250,000
Balance at December 31, 2022		5,670,283
Changes in fair value of warrants		(34,830	)
Changes in fair value of 2022 Convertible Notes		3,630,100
Conversion of 2022 Convertible Notes		(9,230,100	)
Balance at December 31, 2023		35,453

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

At December 31, 2023 and 2022, the Company estimated the fair value of the warrants using the Black-Scholes option pricing model with the following assumptions:

	December 31, 2023			December 31, 2022
Underlying common stock value	$	0.92		$	1.70
Expected term (years)		4.29			5.00
Expected volatility		99	%		86	%
Risk free interest rate		4	%		3	%
Dividend yield		—	%		—	%

Intangible Assets (Details Narrative) - USD ($)	12 Months Ended
Intangible Assets (Details Narrative) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization expenses of intangible assets	$ 7,643	$ 5,234
Impairment loss	$ 78,606

Stock Options

12 Months Ended

Dec. 31, 2023

Fair Value Disclosures [Abstract]

Stock Options

10. Stock Options

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

During 2016, the Company established the Azitra Inc. 2016 Stock Incentive Plan (the Plan) which provides for the granting of stock options and restricted shares to the Company’s employees, officers, directors, advisors and consultants. As of December 31, 2023, options to purchase 1,248,255 shares of common stock had been granted and were outstanding under the 2016 Plan and 242,340 shares of common stock were available for grant under the plan.

During the year ended December 31, 2023, the Company recognized stock compensation expense of $125,555 and $25,950, included in general and administrative and research and development on the accompanying statement of operations, respectively. During the year ended December 31, 2022, the Company recognized stock compensation expense of $131,185 and $53,280, included in general and administrative and research and development on the accompanying statement of operations, respectively, relating to the issuance of service-based stock options. At December 31, 2023, there was $326,438 of unamortized compensation expense that will be amortized over a remaining weighted-average period for the 2016 Plan and 2023 Plan of approximately 1.32 and 3.58 years, respectively. At December 31, 2023 and 2022, there were 13,120 performance-based options outstanding with a fair value of $109,551. During the years ended December 31, 2023 and 2022, the Company did not recognize any compensation expense for performance-based options. The Company determined the options qualified as plain vanilla under the provisions of SAB 107 and the simplified method was used to estimate the expected option life.

The following table summarizes information about options outstanding and exercisable at December 31, 2023:

		Options Outstanding						Options Exercisable
Exercise Price		Number of Options at December 31, 2023		Weighted Average Remaining Contractual Life		Weight Average Exercise Price		Number of Options at December 31, 2023		Weighted Average Remaining Contractual Life		Weighted Average Exercise Price
$	0.48		246,137		2.0 years	$	0.48		246,137		2.0 years	$	0.48
$	0.93		202,040		2.0 years	$	0.93		202,036		2.0 years	$	0.93
$	1.70		800,078		7.3 years	$	1.70		572,968		7.0 years	$	1.70
$	2.07		40,000		9.7 years	$	2.07		4,167		9.7 years	$	2.07
			1,288,255						1,025,308

Total stock option activity for the year ended December 31, 2023, is summarized as follows:

Schedule of Stock Option Activity

	Shares			Weighted Average Exercise Price
Outstanding at December 31, 2021		1,381,908		$	1.34
Exercised		(888	)		1.70
Forfeited		(90,702	)		5.91
Outstanding at December 31, 2022		1,290,318		$	1.33
Granted		40,000			2.07
Exercised		—			—
Forfeited		(42,063	)		0.87
Outstanding at December 31, 2023		1,288,255		$	1.37

AZITRA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2023 and 2022

10. Stock Options (continued)

There are 242,340 shares available for future grant under the 2016 Plan and 1,960,000 available under the 2023 Plan at December 31, 2023.

Total intrinsic value for the 2016 plan for the year ended December 31, 2023, is summarized as follows:

Schedule of Total Intrinsic Value

	Options Outstanding at December 31, 2023		Options Exercisable at December 31, 2023
Value of Stock at December 31, 2023	$	0.92	$	0.92
Exercise Price		0.48		0.48
Intrinsic Value Per Share		0.44		0.44
Options O/S		246,137		246,137
Intrinsic Value at December 31, 2023	$	108,300	$	108,300

- Definition

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

+ References + Details

Schedule of Intangible Assets (Details) - USD ($)	12 Months Ended
Schedule of Intangible Assets (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Gross Amount	$ 305,270	$ 227,707
Accumulated Amortization	15,783	8,140
Impairment of intangible asset	78,606
Net Amount	$ 210,881	$ 219,567
Trademarks [Member]
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life	Indefinite	Indefinite
Gross Amount	$ 57,474	$ 53,999
Accumulated Amortization
Impairment of intangible asset
Net Amount	57,474	53,999
Patents [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Amount	169,190	108,198
Accumulated Amortization	15,783	8,140
Impairment of intangible asset
Net Amount	$ 153,407	$ 100,058
Estimated Useful Life	17 years	17 years
Licensing Agreements [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Amount	$ 78,606	$ 65,510
Accumulated Amortization
Impairment of intangible asset	78,606
Net Amount		$ 65,510
Estimated Useful Life	17 years	17 years

Schedule of Calculation of Diluted Net Loss Per Share (Details) - shares	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]
Options to purchase shares of common stock	1,288,255	1,290,318	1,381,908
Total	1,611,991	1,554,061
Warrant [Member]
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]
Number of options exercisable	323,736	263,743
Equity Option [Member]
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]
Options to purchase shares of common stock	1,288,255	1,290,318
Number of options exercisable	1,025,308

Consolidated Balance Sheets - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 1,795,989	$ 3,492,656
Tax credits receivable	118,383	69,666
Income tax receivable	6,836	13,722
Deferred offering costs	67,859	216,886
Prepaid expenses	448,257	160,133
Total current assets	2,535,579	4,135,883
Property and equipment, net	710,075	846,958
Financing lease right-of-use asset	40,002
Operating lease right-of-use asset	828,960	1,116,697
Intangible assets, net	210,881	219,567
Deferred patent costs	742,229	800,831
Other assets	47,760	47,507
Total assets	5,115,486	7,167,443
Current liabilities:
Accounts payable	897,272	784,687
Current financing lease liability	14,600
Current operating lease liability	307,655	287,384
Accrued expenses	383,668	993,961
Total current liabilities	1,603,195	2,222,032
Long-term financing lease liability	26,169
Long-term operating lease liability	537,523	840,896
Warrant liability	35,453	70,283
Convertible notes payable, net		6,600,000
Total liabilities	2,202,340	9,733,211
Commitments and contingencies (Note 14)
Stockholders’ equity (deficit)
Common stock; $0.0001 par value, 100,000,000 shares authorized at December 31, 2023 and 2022, 12,097,643 and 1,043,988 shares issued and outstanding at December 31, 2023 and 2022, respectively	1,210	104
Additional paid-in capital	51,510,269	1,054,138
Accumulated deficit	(48,598,333)	(37,314,552)
Total stockholders’ equity (deficit)	2,913,146	(36,260,310)
Total liabilities, preferred stock, and stockholders’ equity (deficit)	5,115,486	7,167,443
Series A Convertible Preferred Stock [Member]
Preferred stock:
Preferred stock value		3,272,944
Series A-1 Convertible Preferred Stock [Member]
Preferred stock:
Preferred stock value		14,100,533
Series B Convertible Preferred Stock [Member]
Preferred stock:
Preferred stock value		16,321,065
Nonrelated Party [Member]
Current assets:
Accounts receivable	8,255	7,820
Related Party [Member]
Current assets:
Accounts receivable	90,000	175,000
Current liabilities:
Contract liabilities - related party		$ 156,000

Fair Value Measurements

12 Months Ended

Dec. 31, 2023

Fair Value Disclosures [Abstract]

Fair Value Measurements

11. Fair Value Measurements

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

December 31, 2023

Description	Level 1		Level 2		Level 3		Total
Liabilities
Common stock warrants	$	—	$	—	$	35,453	$	35,453
Total	$	—	$	—	$	35,453	$	35,453

December 31, 2022

Description	Level 1		Level 2		Level 3		Total
Liabilities
Common stock warrants	$	—	$	—	$	70,283	$	70,283
2022 Convertible Notes		—		—		5,600,000		5,600,000
Total	$	—	$	—	$	5,670,283	$	5,567,283

The following table presents the changes in Level 3 instruments measured on a recurring basis for the period ended December 31, 2023:


Balance at December 31, 2021	$	71,104
Change in fair value of warrants		(821	)
Issuance of 2022 Convertible Notes		4,350,000
Change in fair value of 2022 Convertible Notes		1,250,000
Balance at December 31, 2022		5,670,283
Changes in fair value of warrants		(34,830	)
Changes in fair value of 2022 Convertible Notes		3,630,100
Conversion of 2022 Convertible Notes		(9,230,100	)
Balance at December 31, 2023		35,453

AZITRA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2023 and 2022

11. Fair Value Measurements (continued)

At December 31, 2023 and 2022, the Company estimated the fair value of the warrants using the Black-Scholes option pricing model with the following assumptions:

	December 31, 2023			December 31, 2022
Underlying common stock value	$	0.92		$	1.70
Expected term (years)		4.29			5.00
Expected volatility		99	%		86	%
Risk free interest rate		4	%		3	%
Dividend yield		—	%		—	%

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

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

Schedule of Future Minimum Payments Under Non-cancelable Operating Leases (Details)	Dec. 31, 2023 USD ($)
Operating Leases
2024	$ 338,254
2025	279,475
2026	206,423
2027	74,273
2028
Thereafter
Total future undiscounted lease payments	898,424
Less interest	(53,246)
Present value of minimum lease payments	$ 845,178

Subsequent Events

12 Months Ended

Dec. 31, 2023

Subsequent Events [Abstract]

Subsequent Events

18. Subsequent Events

On February 15, 2024, the Company completed a public offering of 16,667,000 shares of its common stock at an offering price of $0.30 per share. The Company received gross proceeds of approximately $5 million and net proceeds of approximately $4.4 million, after deducting underwriting discounts and offering-related expenses. The Company granted the underwriter an overallotment option to purchase an additional 2,500,000 shares of its common stock, at the public offering of $0.30 per share less the underwriter’s discount, for a 45-day period ending March 29, 2024. In connection with the public offering, the Company issued to the underwriter, as additional underwriting compensation, a warrant to purchase 666,680 shares of its common stock at an exercise price of $0.375 per share over a five-year period.

Consolidated Statements of Changes in Stockholders' Deficit (Parenthetical)	12 Months Ended
	Dec. 31, 2023 USD ($)
Statement of Stockholders' Equity [Abstract]
Net of issuance costs	$ 1,508,641

Schedule of Future Minimum Payments Under Finance Leases (Details)	Dec. 31, 2023 USD ($)
Operating Leases
2024	$ 17,740
2025	17,740
2026	10,349
2027
Thereafter
Total future undiscounted lease payments	45,829
Less interest	(5,060)
Present value of minimum lease payments	$ 40,769

Consolidated Statements of Operations - USD ($)	12 Months Ended
Consolidated Statements of Operations - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Income Statement [Abstract]
Service revenue - related party	$ 686,000	$ 284,000
Total revenue	686,000	284,000
Operating expenses:
General and administrative	4,493,332	3,639,666
Research and development	3,809,063	6,097,938
Total operating expenses	8,302,395	9,737,604
Loss from operations	(7,616,395)	(9,453,604)
Non-operating income (expense)
Interest income	1,577	4,818
Interest expense	(167,726)	(251,891)
Employee retention credit		229,813
Other income		65,849
Forgiveness of accounts payable	56,285
Change in fair value of convertible note	(3,630,100)	(1,250,000)
Other income (expense)	89,886	(25,351)
Total non-operating expenses	(3,650,078)	(1,226,762)
Loss before income taxes	(11,266,473)	(10,680,366)
Income tax expense	(17,308)
Net loss	(11,283,781)	(10,680,366)
Dividends on preferred stock	(1,355,347)	(2,768,984)
Net loss attributable to common shareholders	$ (12,639,128)	$ (13,449,350)
Net loss per share, basic	$ (1.83)	$ (12.74)
Net loss per share, diluted	$ (1.83)	$ (12.74)
Weighted average common stock outstanding, basic	6,924,453	1,055,399
Weighted average common stock outstanding, diluted	6,924,453	1,055,399

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

Schedule of (Benefit) Provision for Income Taxes

The (benefit) provision for income taxes for the years ending December 31, 2023 and December 31, 2022 consists of:

	2023		2022
	December 31,
	2023		2022
Current
Federal	$	—	$	—
Foreign		17,308		—
State		—		—
Total current		17,308		—
Deferred
Federal
Foreign		—		—
State		—		—
Total deferred		—		—
Total provision for income taxes	$	17,308		—

Schedule of Reconciliation of Income Tax

A reconciliation of income tax computed using the U.S. federal statutory tax rate compared to that reflected in operations for the years ending December 31, 2023 and December 31, 2022 consists of:

	2023						2022
	Amount			Percent			Amount			Percent
Income taxes using U.S. statutory rate	$	(2,401,761	)		21.00	%	$	(2,205,649	)		21.00	%
Debt fair value adjustment		762,321			(6.67	)%		262,500			(2.50	)%
State taxes, net of federal benefit		(538,268	)		4.71	%		(602,211	)		5.73	%
Research and development tax credit		(356,237	)		3.11	%		(433,674	)		4.13	%
Change in valuation allowance		2,502,918			(21.88	)%		2,889,667			(27.51	)%
Other, net		48,335			(0.42	)%		89,367			(0.85	)%
Income tax expenses (benefit)	$	17,308		$	(0.15	)%	$	—			—	%

Schedule of Deferred Income Tax Assets and Liabilities

Deferred income taxes are provided on temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and those for income tax reporting purposes. Deferred income tax assets / (liabilities) as of December 31, 2023 and 2022 are as follows:

	2023			2022
	December 31,
	2023			2022
Deferred tax assets:
Net operating loss carryforwards	$	8,755,690		$	7,870,665
Tax credits		2,155,118			1,729,421
Depreciation and amortization		2,372,070			1,189,975
Accrued expenses		89,462			81,876
Other		30,572			28,057
Total deferred tax assets	$	13,402,912			10,899,994

Deferred tax liabilities:
Depreciation and amortization		—			—
Total deferred tax liabilities		—			—
Valuation allowance		(13,402,912	)		(10,899,994	)
Net deferred tax assets	$	—		$	—

Commitments and Contingencies

12 Months Ended

Dec. 31, 2023

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

14. Commitments and Contingencies

Legal

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

License Agreement

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

During the years ended December 31, 2023 and 2022, the Company capitalized payments made under this license agreement in the amount of $13,096 and $65,510, respectively. During the fourth quarter, the license agreement was subsequently written off as discussed in Note 2.

Operating Leases (Details Narrative) - USD ($)	1 Months Ended		12 Months Ended
Operating Leases (Details Narrative) - USD ($)	Sep. 30, 2021	May 31, 2021	Dec. 31, 2023	Dec. 31, 2020	Dec. 31, 2019
Operating lease rental expense			$ 338,856
Operating lease term			2 years 10 months 24 days
Operating lease discount rate			4.25%
Finance lease monthly payments			$ 1,478
Finance lease term			3 years
Finance lease remaining lease term			2 years 9 months 18 days
Finance lease discount rate			9.60%
Finance lease expense			$ 6,450
Interest expense			$ 1,707
Branford. CT [Member]
Lease payments				$ 13,033
Groton. CT [Member]
Lease payments	$ 6,824	$ 4,234
Lease term		1 year
Lease term renewal		3 years
CANADA
Lease payments					$ 5,221
Lease term					1 year
Lease term renewal					1 year

Employee Retention Credit

12 Months Ended

Dec. 31, 2023

Retirement Benefits [Abstract]

Employee Retention Credit

3. Employee Retention Credit

The CARES Act provides an employee retention credit (“CARES Employee Retention credit”), which is a refundable tax credit against certain employment taxes of up to $5,000 per employee for eligible employers. The tax credit is equal to 50% of qualified wages paid to employees during a quarter, capped at $10,000 of qualified wages per employee through December 31, 2020. Additional relief provisions were passed by the United States government, which extend and slightly expand the qualified wage caps on these credits through September 30, 2021. Based on these additional provisions, the tax credit is now equal to 70% of qualified wages paid to employees during a quarter, and the limit on qualified wages per employee has been increased to $10,000 of qualified wages per quarter. In April 2022, the Company determined it qualified for the tax credit under the CARES Act and recorded a receivable for $229,813 and recognized the amounts as other income on the statement of operations. The Company received full payment for the amount in September 2022.

Income Taxes (Details Narrative) - USD ($)	12 Months Ended
Income Taxes (Details Narrative) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Operating Loss Carryforwards [Line Items]
Research tax credits	$ (356,237)	$ (433,674)
Domestic Tax Authority [Member]
Operating Loss Carryforwards [Line Items]
Net operating loss carry forwards	32,529,000	29,192,000
Domestic Tax Authority [Member] \| Tax Years 2036 Through 2037 [Member]
Operating Loss Carryforwards [Line Items]
Net operating loss carry forwards	1,285,000
Domestic Tax Authority [Member] \| No Expiration [Member]
Operating Loss Carryforwards [Line Items]
Net operating loss carry forwards	31,244,000
Domestic Tax Authority [Member] \| Tax Years 2039 Through 2043 [Member]
Operating Loss Carryforwards [Line Items]
Research tax credits	1,524,000	1,235,000
State and Local Jurisdiction [Member]
Operating Loss Carryforwards [Line Items]
Research tax credits	466,000	350,000
State and Local Jurisdiction [Member] \| Tax Years 2037 Through 2043 [Member]
Operating Loss Carryforwards [Line Items]
Net operating loss carry forwards	32,484,000	29,374,000
State and Local Jurisdiction [Member] \| Tax Years 2036 Through 2038 [Member]
Operating Loss Carryforwards [Line Items]
Research tax credits	312,000
Foreign Tax Authority [Member] \| Tax Years 2039 Through 2043 [Member]
Operating Loss Carryforwards [Line Items]
Research tax credits	$ 263,000	$ 218,000

Net Loss Per Share

12 Months Ended

Dec. 31, 2023

Earnings Per Share [Abstract]

Net Loss Per Share

12. Net Loss Per Share

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

The numerator for basic and diluted net loss per share is as follows for the years ended December 31, 2023 and 2022:

	2023			2022
	December 31,
	2023			2022
Net loss	$	(11,283,781	)	$	(10,680,366	)
Dividends on preferred stock		(1,355,347	)		(2,768,984	)
Net loss attributable to common stockholders	$	(12,639,128	)	$	(13,449,350	)

The denominator is as follows for the years ended December 31, 2023 and 2022:

	December 31,
	2023		2022
Weighted average common stock outstanding, basic and diluted		6,919,081		1,043,932
$0.01 warrants		5,372		11,467
Total		6,924,453		1,055,399

AZITRA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2023 and 2022

12. Net Loss Per Share (continued)

Net loss per share, basic and diluted is as follows for the years ended December 31, 2023 and 2022:

	December 31,
	2023			2022
Net Loss per share, basic and diluted	$	(1.83	)	$	(12.74	)

	2023		2022
	December 31,
	2023		2022
Options to purchase shares of common stock	$	1,288,255	$	1,290,318
Warrants outstanding		323,736		263,743
Total	$	1,611,991	$	1,554,061

Related Parties

12 Months Ended

Dec. 31, 2023

Related Parties

17. Related Parties

Total related party revenue was $686,000 and $284,000 for the years ended December 31, 2023 and 2022, respectively. Accounts receivable due from the related party was $90,000 and $175,000 at December 31, 2023 and 2022, respectively. Contract liabilities from the related party was $0 and $156,000 at December 31, 2023 and 2022, respectively.

In September 2022, the Company entered into a convertible promissory note totaling $4,350,000 of which $4,000,000 was attributable to an entity who was also an investor in the Company’s Series A, A-1, and B Preferred Stock financing (See Note 7). This entity received 1,697,490 shares of common stock upon conversion of the promissory notes for principal and interest of $4,243,726.

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 2
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (e)
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+ Details

Convertible Debt (Details Narrative) - USD ($)		1 Months Ended					12 Months Ended
Convertible Debt (Details Narrative) - USD ($)	Jun. 21, 2023	Jun. 30, 2023	Apr. 30, 2023	Feb. 28, 2023	Jan. 31, 2023	Sep. 30, 2022	Dec. 31, 2023	Dec. 31, 2022	Jan. 05, 2021
Debt Instrument [Line Items]
Issuance of conversion shares							23,432
Conversion of convertible notes payable							$ (9,495,072)
Change in fair value of convertible note							3,630,100	$ 1,250,000
Interest expense							166,019	172,592
Debt issuances costs							$ 0	$ 7,981
2021 Convertible Note [Member]
Debt Instrument [Line Items]
Conversion price per share									$ 48.00
Debt issuance costs									$ 15,613
2021 Convertible Note [Member] \| Series B Preferred Stock [Member]
Debt Instrument [Line Items]
Conversion price per share					$ 48.00
Accrued interest					$ 124,759
Issuance of conversion shares					23,432
2022 Convertible Note [Member]
Debt Instrument [Line Items]
Maturity date		Sep. 30, 2023	Sep. 30, 2023	Mar. 31, 2023
Accrued interest		$ 265,052
Conversion price				$ 30,000,000
Sale of additional notes		500,000	$ 500,000
Aggregate principal		$ 4,850,000	$ 4,850,000
Converted shares	1,846,020
Conversion of convertible notes payable	$ 9,495,072
Convertible Note Purchase Agreement [Member]
Debt Instrument [Line Items]
Convertible promissory note						$ 4,500,000			2,000,000
Convertible Note Purchase Agreement [Member] \| 2021 Convertible Note [Member]
Debt Instrument [Line Items]
Convertible promissory note									$ 1,000,000
Bearing interest, percentage									6.00%
Convertible Note Purchase Agreement [Member] \| 2022 Convertible Note [Member]
Debt Instrument [Line Items]
Convertible promissory note						$ 4,350,000
Bearing interest, percentage						8.00%
Maturity date						Jan. 13, 2023
Gross proceeds						$ 20,000,000
Debt discount, percentage						30.00%
Capitalization amount						$ 30,000,000

Schedule of Reconciliation of Income Tax (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Income taxes using U.S. statutory rate, amount	$ (2,401,761)	$ (2,205,649)
Income taxes using U.S. statutory rate, percent	21.00%	21.00%
Debt fair value adjustment, amount	$ 762,321	$ 262,500
Debt fair value adjustment, percent	(6.67%)	(2.50%)
State taxes, net of federal benefit, amount	$ (538,268)	$ (602,211)
State taxes, net of federal benefit, percent	4.71%	5.73%
Research and development tax credit, amount	$ (356,237)	$ (433,674)
Research and development tax credit, percent	3.11%	4.13%
Change in valuation allowance, amount	$ 2,502,918	$ 2,889,667
Change in valuation allowance, percent	(21.88%)	(27.51%)
Other, net, amount	$ 48,335	$ 89,367
Other, net, percent	(0.42%)	(0.85%)
Income tax expenses	$ 17,308
U.S. federal statutory tax rate	(0.15%)

Warrants

12 Months Ended

Dec. 31, 2023

Warrants

Warrants

9. Warrants

The Company issued warrants to purchase 6,745 shares of common stock in 2018 in conjunction with convertible debt financing that have a redemption provision providing the holder the right to have the Company redeem all or any portion of the warrant (or shares it has converted into) at a purchase price equal to the fair market value of the shares as determined by the board of directors or an independent appraiser. As a result of this redemption provision, the warrants have been classified as a liability in the financial statements based on ASC 480 – Distinguishing Liabilities from Equity. These warrants have an exercise price of $0.48 per share and a term of 10 years. The warrants are marked to market each reporting period. The fair value is $35,453 and $70,283 at December 31, 2023 and 2022, respectively.

The Company also issued warrants in 2016 and 2019 which did not meet the criteria under ASC 480 to be classified as a liability, and instead meet equity classification criteria. The 11,466 warrants issued in 2016 had a weighed average exercise price of $0.01 and a weighted average term of 9.7 years and expired upon the initial public offering in June 2023.

The following table summarizes information about warrants outstanding at December 31, 2023:

				Warrants Outstanding						Warrant Exercisable
Year Granted		Exercise Price		Number of Warrants at 12/31/2023		Weight Average Remaining Contractual Life		Weight Average Exercise Price		Number of Warrants at 12/31/2023		Weighted Average Remaining Contractual Life		Weighted Average Exercise Price
	2018	$	0.48		47,890		4.5 years	$	0.48		47,890		4.5 years	$	0.48
	2019	$	5.28		215,846		2.4 years	$	5.28		215,846		2.4 years	$	5.28
	2023	$	6.25		60,000		4.7 years	$	6.25		60,000		4.7 years	$	6.25
					323,736			$	4.75		323,736			$	4.75

AZITRA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2023 and 2022

Schedule of Numerator for Basic and Diluted Net Loss Per Share (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Earnings Per Share [Abstract]
Net loss	$ (11,283,781)	$ (10,680,366)
Dividends on preferred stock	(1,355,347)	(2,768,984)
Net loss attributable to common stockholders	$ (12,639,128)	$ (13,449,350)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

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+ Details

Retirement Plan (Details Narrative) - USD ($)		12 Months Ended
Retirement Plan (Details Narrative) - USD ($)	Jan. 01, 2019	Dec. 31, 2023	Dec. 31, 2022
Retirement Benefits [Abstract]
Retirement plan general information	the Company sponsors a 401(k) plan that covers substantially all employees. In order to be eligible to participate, an employee must complete two consecutive months of service and work a minimum of two hundred and fifty hours or work 1,000 hours in their first year of service. Employees may make pre-tax deferrals upon meeting the Plan eligibility requirements. Effective January 1, 2020, the Plan was transitioned to a safe harbor plan in which highly compensated employees are not eligible for matching contributions and non-highly compensated employees earn 100% match on first 3% contributed and 50% on the next 2% contributed.
Employer contribution		$ 11,803	$ 23,466

Operating Leases (Tables)

12 Months Ended

Dec. 31, 2023

Operating Leases

Schedule of Future Minimum Payments Under Non-cancelable Operating Leases

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


2024	$	338,254
2025		279,475
2026		206,423
2027		74,273
2028		—
Thereafter		—
Total future undiscounted lease payments		898,424
Less interest		(53,246	)
Present value of minimum lease payments	$	845,178

Schedule of Future Minimum Payments Under Finance Leases

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


2024	$	17,740
2025		17,740
2026		10,349
2027		—
Thereafter		—
Total future undiscounted lease payments		45,829
Less interest		(5,060	)
Present value of minimum lease payments	$	40,769

Schedule of Fair Value of Warrants Using Black Scholes Option Pricing Model (Details) - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Fair Value Disclosures [Abstract]
Dividend yield	$ 0.92	$ 1.70
Expected term (years)	4 years 3 months 14 days	5 years
Expected volatility	99.00%	86.00%
Risk free interest rate	4.00%	3.00%
Dividend yield

Retirement Plan

12 Months Ended

Dec. 31, 2023

Retirement Benefits [Abstract]

Retirement Plan

16. Retirement Plan

Effective January 1, 2019, the Company sponsors a 401(k) plan that covers substantially all employees. In order to be eligible to participate, an employee must complete two consecutive months of service and work a minimum of two hundred and fifty hours or work 1,000 hours in their first year of service. Employees may make pre-tax deferrals upon meeting the Plan eligibility requirements. Effective January 1, 2020, the Plan was transitioned to a safe harbor plan in which highly compensated employees are not eligible for matching contributions and non-highly compensated employees earn 100% match on first 3% contributed and 50% on the next 2% contributed. Total employer matching contributions was $11,803 and $23,466 for the years ended December 31, 2023 and 2022, respectively.

- Definition

The entire disclosure for retirement benefits.

+ References

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

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 17
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480482/715-20-55-17

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)(iv)(03)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480506/715-20-50-1

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

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (q)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480506/715-20-50-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (l)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480506/715-20-50-1

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

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

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (o)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480506/715-20-50-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (p)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480506/715-20-50-1

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (r)(1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480506/715-20-50-1

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (r)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480506/715-20-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480126/715-20-S99-2

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

+ Details

Consolidated Balance Sheets (Parenthetical) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	12,097,643	1,043,988
Common stock, shares outstanding	12,097,643	1,043,988
Series A Convertible Preferred Stock [Member]
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	205,385	205,385
Preferred stock, shares issued	0	205,385
Preferred stock, shares outstanding	0	205,385
Preferred stock, liquidation value	$ 0	$ 3,337,506
Series A-1 Convertible Preferred Stock [Member]
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	380,657	380,657
Preferred stock, shares issued	0	380,657
Preferred stock, shares outstanding	0	380,657
Preferred stock, liquidation value	$ 0	$ 14,274,638
Series B Convertible Preferred Stock [Member]
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	851,108	851,108
Preferred stock, shares issued	0	391,303
Preferred stock, shares outstanding	0	391,303
Preferred stock, liquidation value	$ 0	$ 17,000,159

Cover - USD ($)	12 Months Ended
Cover - USD ($)	Dec. 31, 2023	Mar. 15, 2024	Jun. 30, 2023
Cover [Abstract]
Document Type	10-K
Amendment Flag	false
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2023
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--12-31
Entity File Number	001-41705
Entity Registrant Name	Azitra, Inc.
Entity Central Index Key	0001701478
Entity Tax Identification Number	46-4478536
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	21 Business Park Drive
Entity Address, City or Town	Branford
Entity Address, State or Province	CT
Entity Address, Postal Zip Code	06405
City Area Code	(203)
Local Phone Number	646-6446
Title of 12(b) Security	Common stock: Par value $0.0001
Trading Symbol	AZTR
Security Exchange Name	NYSEAMER
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	false
Entity Public Float			$ 20,042,404
Entity Common Stock, Shares Outstanding		28,804,643
Documents Incorporated by Reference [Text Block]	The registrant intends to file a definitive proxy statement pursuant to Regulation 14A within 120 days after the end of the fiscal year ended December 31, 2023. Portions of such proxy statement are incorporated by reference into Part III of this Form 10-K
ICFR Auditor Attestation Flag	false
Document Financial Statement Error Correction [Flag]	false
Auditor Firm ID	606
Auditor Name	GRASSI & CO., CPAs, P.C.
Auditor Location	Jericho, New York

Summary of Significant Accounting Policies (Details Narrative) - USD ($)		12 Months Ended
	Jan. 01, 2022	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Right-of-use asset and lease liability	$ 1,418,502
Operating lease, weighted average discount rate		4.25%
Finance lease, weighted average discount rate		9.60%
Operating lease right-of-use asset		$ 828,960	$ 1,116,697
Current operating lease liability		307,655	287,384
Long-term operating lease liability		$ 537,523	840,896
Finance lease term		36 months
Long term finance lease liability		$ 40,002
Finance lease liability current		14,600
Long term finance lease liability		26,169
Impairment of license agreements		78,606	0
Research and development		3,809,063	6,097,938
State tax credit receivable		86,778	32,459
Pending refunds related to research and experimental development		20,040	28,925
Refunds tax amount		11,565	8,282
Patents [Member]
Property, Plant and Equipment [Line Items]
Impairment of intangible assets		$ 272,754	$ 0
Minimum [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, useful life		3 years
Lease term		36 months
Maximum [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, useful life		10 years
Lease term		52 months

Accrued Expenses

12 Months Ended

Dec. 31, 2023

Payables and Accruals [Abstract]

Accrued Expenses

6. Accrued Expenses

Accrued expenses consisted of the following at:

Schedule of Accrued Expenses

	December 31, 2023		December 31, 2022
Accrued expenses:
Employee payroll and bonuses	$	207,556	$	371,010
Vacation		31,074		27,082
Research and development projects		85,767		316,389
Interest		—		223,792
Professional fees		35,624		24,502
Other		23,647		31,186
Total accrued expenses	$	383,668	$	993,961

AZITRA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2023 and 2022

6. Accrued Expenses (continued)

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

Schedule of Fair Value Measurements for Assets and Liabilities (Details) - Fair Value, Recurring [Member] - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total	$ 35,453	$ 5,567,283
Common Stock Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total	35,453	70,283
2022 Convertible Notes [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total		5,600,000
Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total
Fair Value, Inputs, Level 1 [Member] \| Common Stock Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total
Fair Value, Inputs, Level 1 [Member] \| 2022 Convertible Notes [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total
Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total
Fair Value, Inputs, Level 2 [Member] \| Common Stock Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total
Fair Value, Inputs, Level 2 [Member] \| 2022 Convertible Notes [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total
Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total	35,453	5,670,283
Fair Value, Inputs, Level 3 [Member] \| Common Stock Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total	$ 35,453	70,283
Fair Value, Inputs, Level 3 [Member] \| 2022 Convertible Notes [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total		$ 5,600,000

Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Intangible Assets

Intangible assets consisted of the following at:

Schedule of Intangible Assets

December 31, 2023:

	Estimated Useful Life	Gross Amount		Accumulated Amortization		Impairment		Net Amount
Trademarks	Indefinite	$	57,474	$	—	$	—	$	57,474
Patents	17 years		169,190		15,783		—		153,407
License agreement	17 years		78,606		—		78,606		—
Intangible assets		$	305,270	$	15,783	$	78,606	$	210,881

December 31, 2022:

	Estimated Useful Life	Gross Amount		Accumulated Amortization		Impairment		Net Amount
Trademarks	Indefinite	$	53,999	$	—	$	—	$	53,999
Patents	17 years		108,198		8,140		—		100,058
License agreement	17 years		65,510		—		—		65,510
Intangible assets		$	227,707	$	8,140	$	—	$	219,567

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
Consolidated Statements of Cash Flows - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Cash flows from operating activities:
Net loss	$ (11,283,781)	$ (10,680,366)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	129,653	125,885
Amortization of debt discount		7,981
Amortization of right-of-use assets	295,896	280,092
Accrued interest on convertible notes	166,019	164,611
Stock based compensation	151,505	184,465
Change in fair value of warrant liability	(34,830)	(821)
Change in fair value of convertible notes	3,630,100	1,250,000
Forgiveness of accounts payable	(56,285)
Loss on disposal of property and equipment	41,417	7,923
Impairment of intangible assets and deferred patent costs	351,360
Changes in operating assets and liabilities:
Accounts receivable	84,565	(21,953)
Prepaid expenses	(288,124)	(49,844)
Other assets	(253)	694
Tax credits receivable	(48,717)	103,645
Accounts payable and accrued expenses	(68,684)	420,752
Income tax receivable	6,886	(15,024)
Operating lease liability	(283,102)	(268,509)
Contract liabilities	(156,000)	141,000
Net cash used in operating activities	(7,362,375)	(8,349,469)
Cash flows from investing activities:
Purchases of property and equipment	(26,544)	(33,101)
Proceeds from sale of property and equipment		4,250
Capitalization of deferred patent costs	(214,152)	(180,802)
Capitalization of licenses		(65,510)
Capitalization of patent and trademark costs	(77,563)	(61,598)
Net cash used in investing activities	(318,259)	(336,761)
Cash flows from financing activities
Proceeds from convertible notes, net of issuance costs		4,350,000
Payment of deferred offering costs		(216,886)
Principal payments on finance leases	(7,392)
Proceeds from initial public offering, net of transaction costs	5,991,359
Proceeds from exercise of stock options		1,510
Net cash provided by financing activities	5,983,967	4,134,624
Net change in cash and cash equivalents	(1,696,667)	(4,551,606)
Cash and cash equivalents at beginning of period	3,492,656	8,044,262
Cash and cash equivalents at end of period	1,795,989	3,492,656
Supplemental disclosure of non-cash investing and financing information:
Obtaining a right-of-use asset in exchange for lease liability		1,418,502
Obtaining a right-of-use asset in exchange for financing lease liability	46,452
Conversion of note to common stock	9,495,072
Conversion of note to Series B Convertible Preferred Stock	1,124,759
Conversion of Series A, A-1, and B Convertible Preferred Stock to common stock	$ 34,819,301

Intangible Assets

12 Months Ended

Dec. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets

5. Intangible Assets

Intangible assets consisted of the following at:

Schedule of Intangible Assets

December 31, 2023:

	Estimated Useful Life	Gross Amount		Accumulated Amortization		Impairment		Net Amount
Trademarks	Indefinite	$	57,474	$	—	$	—	$	57,474
Patents	17 years		169,190		15,783		—		153,407
License agreement	17 years		78,606		—		78,606		—
Intangible assets		$	305,270	$	15,783	$	78,606	$	210,881

December 31, 2022:

	Estimated Useful Life	Gross Amount		Accumulated Amortization		Impairment		Net Amount
Trademarks	Indefinite	$	53,999	$	—	$	—	$	53,999
Patents	17 years		108,198		8,140		—		100,058
License agreement	17 years		65,510		—		—		65,510
Intangible assets		$	227,707	$	8,140	$	—	$	219,567

During the years ended December 31, 2023 and 2022, amortization expense related to intangible assets was $7,643 and $5,234, respectively. During the third quarter, the Company recorded an impairment of $78,606 to licensing costs, recorded within general and administrative expenses on the consolidated statements of operations, as there is uncertainty as to the likelihood of the patent being granted. All subsequent licensing costs have been expensed as incurred.

Property and Equipment (Tables)

12 Months Ended

Dec. 31, 2023

Property, Plant and Equipment [Abstract]

Schedule of Property And Equipment

Property and equipment consisted of the following at December 31, 2023 and December 31, 2022:

Schedule of Property And Equipment

	December 31, 2023			December 31, 2022
Laboratory equipment	$	1,013,134		$	1,034,579
Computers and office equipment		30,825			30,825
Furniture and fixtures		24,316			24,316
Leasehold improvements		28,855			28,855
Building equipment		14,932			14,932
Total property and equipment		1,112,062			1,133,507
Less accumulated depreciation & amortization		(401,987	)		(286,549	)
Total property, plant, and equipment, net	$	710,075		$	846,958

Related Parties (Details Narrative) - USD ($)		1 Months Ended	12 Months Ended
Related Parties (Details Narrative) - USD ($)	Jun. 21, 2023	Sep. 30, 2022	Dec. 31, 2023	Dec. 31, 2022	Jan. 05, 2021
Related Party Transaction [Line Items]
Revenues from related party			$ 686,000	$ 284,000
Stock issued during conversion			$ 9,495,072
Common Stock [Member]
Related Party Transaction [Line Items]
Stock issued during conversion			1,846,020
Stock issued during conversion			$ 185
2022 Convertible Note [Member]
Related Party Transaction [Line Items]
Stock issued during conversion	$ (9,495,072)
Convertible Note Purchase Agreement [Member]
Related Party Transaction [Line Items]
Convertible promissory note		$ 4,500,000			$ 2,000,000
Convertible Note Purchase Agreement [Member] \| 2022 Convertible Note [Member]
Related Party Transaction [Line Items]
Convertible promissory note		$ 4,350,000
2022 Convertible Note [Member] \| Common Stock [Member] \| Investor [Member]
Related Party Transaction [Line Items]
Stock issued during conversion		1,697,490
Stock issued during conversion		$ 4,243,726
Related Party [Member]
Related Party Transaction [Line Items]
Revenues from related party			686,000	284,000
Contract liabilities due from related party			0	156,000
Related Party [Member] \| Accounts Receivable [Member]
Related Party Transaction [Line Items]
Accounts receivable due from related party			$ 90,000	$ 175,000
Investor [Member] \| Convertible Note Purchase Agreement [Member] \| 2022 Convertible Note [Member]
Related Party Transaction [Line Items]
Convertible promissory note		$ 4,000,000

Schedule of Deferred Income Tax Assets and Liabilities (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Deferred tax assets:
Net operating loss carryforwards	$ 8,755,690	$ 7,870,665
Tax credits	2,155,118	1,729,421
Depreciation and amortization	2,372,070	1,189,975
Accrued expenses	89,462	81,876
Other	30,572	28,057
Total deferred tax assets	13,402,912	10,899,994
Deferred tax liabilities:
Depreciation and amortization
Total deferred tax liabilities
Valuation allowance	(13,402,912)	(10,899,994)
Net deferred tax assets

Stockholders’ Equity (Details Narrative) - $ / shares		6 Months Ended	12 Months Ended
Stockholders’ Equity (Details Narrative) - $ / shares	May 17, 2023	Jun. 30, 2023	Dec. 31, 2023	Jan. 31, 2023	Dec. 31, 2022
Class of Stock [Line Items]
Forward stock split	7.1-for-1 forward stock split	7.1-for-1 forward stock split
Common stock, par value per share			$ 0.0001		$ 0.0001
Common stock shares authorized			100,000,000		100,000,000
Common stock voting rights description			Each share of common stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders and the holders of the Common Stock are entitled to elect one director of the Corporation
Common stock shares reserved for future issuance			1,611,991		1,554,061
Preferred stock shares authorized			1,437,150		1,437,150
Preferred stock, par value per share			$ 0.0001		$ 0.0001
Series B Preferred Stock [Member]
Class of Stock [Line Items]
Original issue price per share of series B preferred stock				$ 43.45
Dividend percentage on series B preferred stock			8.00%
Original issue price per share of series B preferred stock			$ 43.45
Series B Preferred Stock [Member] \| IPO [Member]
Class of Stock [Line Items]
Convertible series B preferred stock shares issued			3,284,553
Series B Preferred Stock [Member] \| 2021 Convertible Note [Member]
Class of Stock [Line Items]
Convertible series B preferred stock shares issued				23,432
Original issue price per share of series B preferred stock				$ 48.00
Series A Preferred Stock [Member]
Class of Stock [Line Items]
Original issue price per share of series B preferred stock				16.25
Dividend percentage on series B preferred stock			8.00%
Original issue price per share of series B preferred stock			$ 16.25
Series A Preferred Stock [Member] \| IPO [Member]
Class of Stock [Line Items]
Convertible series B preferred stock shares issued			1,458,233
Series A-1 convertible preferred stock
Class of Stock [Line Items]
Original issue price per share of series B preferred stock				$ 37.50
Dividend percentage on series B preferred stock			8.00%
Original issue price per share of series B preferred stock			$ 37.50
Series A-1 convertible preferred stock \| IPO [Member]
Class of Stock [Line Items]
Convertible series B preferred stock shares issued			2,964,849
Forward Stock Split [Member]
Class of Stock [Line Items]
Common stock, par value per share	$ 0.01		$ 0.0001
Common stock shares authorized			100,000,000

Accrued Expenses (Tables)

12 Months Ended

Dec. 31, 2023

Payables and Accruals [Abstract]

Schedule of Accrued Expenses

Accrued expenses consisted of the following at:

Schedule of Accrued Expenses

	December 31, 2023		December 31, 2022
Accrued expenses:
Employee payroll and bonuses	$	207,556	$	371,010
Vacation		31,074		27,082
Research and development projects		85,767		316,389
Interest		—		223,792
Professional fees		35,624		24,502
Other		23,647		31,186
Total accrued expenses	$	383,668	$	993,961

Income Taxes

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

Income Taxes

13. Income Taxes

The (benefit) provision for income taxes for the years ending December 31, 2023 and December 31, 2022 consists of:

	2023		2022
	December 31,
	2023		2022
Current
Federal	$	—	$	—
Foreign		17,308		—
State		—		—
Total current		17,308		—
Deferred
Federal
Foreign		—		—
State		—		—
Total deferred		—		—
Total provision for income taxes	$	17,308		—

A reconciliation of income tax computed using the U.S. federal statutory tax rate compared to that reflected in operations for the years ending December 31, 2023 and December 31, 2022 consists of:

	2023						2022
	Amount			Percent			Amount			Percent
Income taxes using U.S. statutory rate	$	(2,401,761	)		21.00	%	$	(2,205,649	)		21.00	%
Debt fair value adjustment		762,321			(6.67	)%		262,500			(2.50	)%
State taxes, net of federal benefit		(538,268	)		4.71	%		(602,211	)		5.73	%
Research and development tax credit		(356,237	)		3.11	%		(433,674	)		4.13	%
Change in valuation allowance		2,502,918			(21.88	)%		2,889,667			(27.51	)%
Other, net		48,335			(0.42	)%		89,367			(0.85	)%
Income tax expenses (benefit)	$	17,308		$	(0.15	)%	$	—			—	%

AZITRA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2023 and 2022

13. Income Taxes (continued)

	2023			2022
	December 31,
	2023			2022
Deferred tax assets:
Net operating loss carryforwards	$	8,755,690		$	7,870,665
Tax credits		2,155,118			1,729,421
Depreciation and amortization		2,372,070			1,189,975
Accrued expenses		89,462			81,876
Other		30,572			28,057
Total deferred tax assets	$	13,402,912			10,899,994

Deferred tax liabilities:
Depreciation and amortization		—			—
Total deferred tax liabilities		—			—
Valuation allowance		(13,402,912	)		(10,899,994	)
Net deferred tax assets	$	—		$	—

The Company has federal net operating loss carryforwards of approximately $32,529,000 and $29,192,000 for the tax years ending December 31, 2023 and 2022, respectively, of which $1,285,000 will expire in tax years 2036 through 2037 and approximately $31,244,000 which does not expire. The Company has state net operating loss carryforwards of approximately $32,484,000 and $29,374,000 for the tax years ending December 31, 2023 and 2022, respectively, which will expire in tax years 2037 through 2043.

The Company has federal research tax credits of approximately $1,524,000 and $1,235,000 for the tax years ending December 31, 2023 and 2022, respectively, which expire in tax years 2039 through 2043. The Company has state research tax credits of approximately $466,000 and $350,000 for the tax years ending December 31, 2023 and 2022, respectively, of which $312,000 will expire in tax year 2036 through 2038 and the remainder can be carried forward indefinitely. The Company has Canadian research tax credits of approximately $263,000 and $218,000 for the tax years ending December 31, 2023 and 2022, respectively, which expire in tax years 2039 through 2043.

The U.S. Internal Revenue Code Section 382 imposes an annual limit on the ability of a corporation that undergoes a greater than 50% ownership change to use its net operating loss carry forwards to reduce its tax liability. If in the future the Company undergoes an ownership change exceeding the 50% limitation threshold imposed by Section 382, the Company’s net operating loss carryforwards may be significantly limited as to the amount of use in a particular year. In addition, all or a portion of the Company’s net operating loss carryforwards incurred before 2018, may expire unutilized.

AZITRA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2023 and 2022

13. Income Taxes (continued)

The realization of deferred tax assets is dependent upon the Company’s ability to generate future taxable income during the periods in which the temporary differences become deductible. Based on the Company’s recent earnings history and projected future U.S. earnings, management believes that it is more likely than not that its federal and state deferred tax assets will not be fully realized in the foreseeable future. As a result of this assessment, management believes that a full valuation allowance against its net federal and state deferred tax assets is required.

The Company applies the provisions of ASC 740-10 to account for uncertain tax positions. ASC 740-10 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC 740-10, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely that not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The Company has determined that it has no significant uncertain tax positions requiring recognition and measurement under ASC 740-10.

The Company is subject to U.S. federal income tax, Connecticut state income tax and Canada branch tax. The Company has not been audited by the IRS, state, or foreign tax authorities in connection with income taxes. The Company’s tax years remain open to examination for all federal and state tax matters until its net operating loss carryforwards are utilized and the applicable statute of limitations have expired.

The Company will recognize interest and penalties related to unrecognized tax benefits, if applicable, as a component of income tax expense.

- 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
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-13

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

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//740/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-14

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-21

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482526/740-270-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-17

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482603/740-30-50-2

+ Details

Schedule of Information about Warrants Outstanding (Details)	12 Months Ended
	Dec. 31, 2023 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Exercise price of warrants	$ 0.48
Warrant [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of warrants outstanding \| shares	323,736
Weighted Average Exercise Price, Outstanding	$ 4.75
Number of warrants exercisable \| shares	323,736
Weighted Average Exercise Price, Exercisable	$ 4.75
Year 2018 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Exercise price of warrants	$ 0.48
Year 2018 [Member] \| Warrant [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of warrants outstanding \| shares	47,890
Weighted Average Remaining Contractual Life, Outstanding	4 years 6 months
Weighted Average Exercise Price, Outstanding	$ 0.48
Number of warrants exercisable \| shares	47,890
Weighted Average Remaining Contractual Life, Exercisable	4 years 6 months
Weighted Average Exercise Price, Exercisable	$ 0.48
Year 2019 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Exercise price of warrants	$ 5.28
Year 2019 [Member] \| Warrant [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of warrants outstanding \| shares	215,846
Weighted Average Remaining Contractual Life, Outstanding	2 years 4 months 24 days
Weighted Average Exercise Price, Outstanding	$ 5.28
Number of warrants exercisable \| shares	215,846
Weighted Average Remaining Contractual Life, Exercisable	2 years 4 months 24 days
Weighted Average Exercise Price, Exercisable	$ 5.28
Year 2023 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Exercise price of warrants	$ 6.25
Year 2023 [Member] \| Warrant [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of warrants outstanding \| shares	60,000
Weighted Average Remaining Contractual Life, Outstanding	4 years 8 months 12 days
Weighted Average Exercise Price, Outstanding	$ 6.25
Number of warrants exercisable \| shares	60,000
Weighted Average Remaining Contractual Life, Exercisable	4 years 8 months 12 days
Weighted Average Exercise Price, Exercisable	$ 6.25

Schedule of Information about Options Outstanding and Exercisable (Details) - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Number of options exercise price	$ 0.48
Number of options outstanding	1,288,255	1,290,318	1,381,908
Stock Option One [Member]
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Number of options exercise price	$ 0.48
Number of options outstanding	246,137
Weighted Average Remaining Contractual Life, Options outstanding	2 years
Weighted Average Exercise Price, Options outstanding	$ 0.48
Number of options exercisable	246,137
Weighted Average Remaining Contractual Life, Options exercisable	2 years
Weighted Average Exercise Price, Options exercisable	$ 0.48
Stock Option Two [Member]
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Number of options exercise price	$ 0.93
Number of options outstanding	202,040
Weighted Average Remaining Contractual Life, Options outstanding	2 years
Weighted Average Exercise Price, Options outstanding	$ 0.93
Number of options exercisable	202,036
Weighted Average Remaining Contractual Life, Options exercisable	2 years
Weighted Average Exercise Price, Options exercisable	$ 0.93
Stock Option Three [Member]
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Number of options exercise price	$ 1.70
Number of options outstanding	800,078
Weighted Average Remaining Contractual Life, Options outstanding	7 years 3 months 18 days
Weighted Average Exercise Price, Options outstanding	$ 1.70
Number of options exercisable	572,968
Weighted Average Remaining Contractual Life, Options exercisable	7 years
Weighted Average Exercise Price, Options exercisable	$ 1.70
Stock Option Four [Member]
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Number of options exercise price	$ 2.07
Number of options outstanding	40,000
Weighted Average Remaining Contractual Life, Options outstanding	9 years 8 months 12 days
Weighted Average Exercise Price, Options outstanding	$ 2.07
Number of options exercisable	4,167
Weighted Average Remaining Contractual Life, Options exercisable	9 years 8 months 12 days
Weighted Average Exercise Price, Options exercisable	$ 2.07
Equity Option [Member]
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Number of options outstanding	1,288,255	1,290,318
Number of options exercisable	1,025,308

Convertible Debt (Tables)

12 Months Ended

Dec. 31, 2023

Debt Disclosure [Abstract]

Schedule of Convertible Notes Payable

Convertible notes payable consisted of the following at:

Schedule of Convertible Notes Payable

	December 31, 2023		December 31, 2022
2021 Convertible Note	$	—	$	1,000,000
2022 Convertible Notes		—		5,600,000
Total convertible notes	$	—	$	6,600,000

Property and Equipment (Details Narrative) - USD ($)	12 Months Ended
Property and Equipment (Details Narrative) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 122,010	$ 120,651
Losses on disposal of property and equipment	$ 41,417	$ 7,923

Warrants (Tables)

12 Months Ended

Dec. 31, 2023

Warrants

Schedule of Information about Warrants Outstanding

The following table summarizes information about warrants outstanding at December 31, 2023:

				Warrants Outstanding						Warrant Exercisable
Year Granted		Exercise Price		Number of Warrants at 12/31/2023		Weight Average Remaining Contractual Life		Weight Average Exercise Price		Number of Warrants at 12/31/2023		Weighted Average Remaining Contractual Life		Weighted Average Exercise Price
	2018	$	0.48		47,890		4.5 years	$	0.48		47,890		4.5 years	$	0.48
	2019	$	5.28		215,846		2.4 years	$	5.28		215,846		2.4 years	$	5.28
	2023	$	6.25		60,000		4.7 years	$	6.25		60,000		4.7 years	$	6.25
					323,736			$	4.75		323,736			$	4.75

Warrants (Details Narrative) - USD ($)	12 Months Ended
Warrants (Details Narrative) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Exercise price of warrants per share	$ 0.48
Maturity term	10 years
Common Stock [Member]
Number of warrants issued to purchase common stock	6,745
Warrant [Member]
Fair value of warrants	$ 35,453	$ 70,283
Warrant [Member] \| IPO [Member]
Number of warrants issued	11,466
Weighed average exercise price	$ 0.01
Weighted average term	9 years 8 months 12 days

Schedule of Property And Equipment (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 1,112,062	$ 1,133,507
Less accumulated depreciation & amortization	(401,987)	(286,549)
Total property, plant, and equipment, net	710,075	846,958
Lab Equipment [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	1,013,134	1,034,579
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	30,825	30,825
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	24,316	24,316
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	28,855	28,855
Building Improvements [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 14,932	$ 14,932

Commitments and Contingencies (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Exclusive License Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Capitalized License agreement amount	$ 13,096	$ 65,510