0001493152-24-020692 | 10-Q | XBRL Viewer

Basis of Presentation, Organization and Other Matters

1. Basis of Presentation, Organization and Other Matters

NeurAxis, Inc. (“we,” “us,” the “Company,” or “NeurAxis”) was established in 2011 and incorporated in the state of Indiana on April 17, 2012, under the name of Innovative Health Solutions, Inc. The name was changed to NeurAxis, Inc. in March of 2022. Additionally, the Company filed a Certificate of Conversion to become a Delaware corporation on June 23, 2022. The authorized shares were increased, and a par value established.

On January 10, 2023, the Company’s board of directors authorized a 1-for-2 reverse stock split. All per share information has been adjusted for this reverse stock split. The reverse split became effective on January 12, 2023. All share and per share amounts for the common stock have been retroactively restated to give effect to the splits.

As part of the conversion to a Delaware corporation, the total number of shares of all classes of stock which the Corporation shall have authority to issue is (1) 100,000,000 shares of Common Stock, par value $0.001 per share (“Common Stock”) and (ii) 1,120,000 shares of Preferred Stock, par value $0.001 per share (“Preferred Stock”), 1,000,000 of which is hereby designated as “Series A Preferred Stock” and 120,000 of which is hereby designated as “Series Seed Preferred Stock” with the rights, preferences, powers, privileges and restrictions, qualifications and limitations set forth in this Article IV of the Delaware Certificate of Incorporation. All share amounts have been retroactively restated to give effect to these changes.

On August 9, 2023, the Company consummated an initial public offering, conducted on a firm commitment basis, pursuant to which it sold 1,098,667 shares of its common stock at a price of $6.00 per share, resulting in gross proceeds to the Company of $6,592,002. Net proceeds to the Company, after deducting underwriting discounts and commissions, 2022 deferred offering costs totaling $736,736 and offering expenses paid by the Company, were $4,110,721. All shares sold in our IPO were registered pursuant to a registration statement on Form S-1 (File No. 333- 269179), as amended, declared effective by the SEC on August 9, 2023. Alexander Capital L.P. (“Alexander”) acted as sole book-running manager for the offering and Spartan Capital Securities, LLC acted as co-manager for the offering. The underwriters did not exercise their option to purchase up to an additional 164,801 shares of common stock. The Company paid the underwriters an underwriting discount of seven percent (7%) of the amount raised in the offering. In addition, we also paid the underwriters a non-accountable expense allowance in the amount of 1% (such 8% in commissions and fees amounted to a total of $527,000) at closing, as well as $175,000 for the reimbursement of certain of the underwriters’ expenses. Additionally, as partial consideration for services rendered in connection with the offering, the Company issued Alexander unregistered warrants to purchase an aggregate of 65,921 shares of Company common stock, representing 6.0% of the aggregate shares sold in the offering. The warrants have an initial exercise price of $7.20 per share (equal to 120% of the offering price per share), have a term of five years from the commencement of sales in the offering, and are exercisable at any time.

The Company is headquartered in Carmel, Indiana. The Company specializes in the development, production, and sale of medical neuromodulation devices.

The Company has developed three FDA cleared products, the IB-STIM (DEN180057, 2019), the NSS-2 Bridge (DEN170018, 2017), and the original 510(K) clearance (K140530, 2014).

	●	The IB-STIM is a percutaneous electrical nerve field stimulator (PENFS) device that is indicated in patients 11-18 years of age with functional abdominal pain associated with irritable bowel syndrome. The IB-STIM currently is the only product marketed and sold by the Company.

	●	The NSS-2 Bridge is a percutaneous nerve field stimulator (PNFS) device indicated for use in the reduction of the symptoms of opioid withdrawal. The NSS-2 Bridge device was licensed to Masimo Corporation in April 2020, and the Company received a one-time licensing fee of $250,000 from Masimo. Masimo markets and sells this product as its Masimo Bridge, and the Company will not receive any further licensing payments or other revenue from this product.

	●	The original 510(K) device was the EAD, an electroacupuncture device, now called NeuroStim. The EAD is no longer being manufactured, sold or distributed but reserved only for research purposes.

The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and following the requirements of the U.S. Securities and Exchange Commission (“SEC”) for interim reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by U.S. GAAP can be condensed or omitted. These interim financial statements have been prepared on the same basis as the Company’s annual financial statements and, in the opinion of management, reflect all adjustments which are necessary for a fair presentation of the Company’s financial information. These unaudited interim results are not necessarily indicative of the results to be expected for the year ending December 31, 2024, or any other interim period or for any other future year. These unaudited financial statements should be read in conjunction with the Company’s audited financial statements and the notes thereto for the year ended December 31, 2023.

Common Stock and Warrants (Tables)

3 Months Ended

Mar. 31, 2024

Accumulated Other Comprehensive Income (Loss) [Line Items]

Schedule of Warrants outstanding and Exercisable

The following table summarizes the Company’s warrants outstanding and exercisable as of March 31, 2024.

	Number of
	Warrants		Exercise		Expiration
	Outstanding		Price		Date
Brian Hannasch W-01		12,852	$	8.76	September 18, 2028
Masimo Corporation PSA-01		289,779	$	0.01	None
2022 Convertible Notes		793,655	$	2.38	Various
2023 Convertible Notes		537,949	$	2.38	Various
Consulting Agreement Warrants		157,462	$	2.38	August 8, 2028
Underwriter’s Warrants		65,921	$	2.38	August 8, 2028
		1,857,618

Common Stock [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Schedule of Warrant Activity for Common Stock

The following is a summary of warrant activity for common stock during the periods ended March 31, 2024 and December 31, 2023:

	Number of			Weighted-Avg.		Weighted-Avg.
	Warrants for			Exercise		Remaining
	Common Stock			Price		Contractual Life
Outstanding as of January 1, 2023		846,507		$	5.06		4.72
Granted		813,928			5.81		4.38
Cancelled/Expired		289,779			0.01		—
Exercised		(127,856	)		—		—
Outstanding as of December 31, 2023		1,822,358		$	4.69		3.05
Granted		46,260		$	2.38		4.94
Converted Prefunded Warrants		—			—		—
Exercised		(11,000	)		—		—
Outstanding as of March 31, 2024		1,857,618		$	2.05		3.13

Preferred Stock [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Schedule of Warrant Activity for Preferred Stock

The following is a summary of warrant activity for preferred stock during the year ended December 31, 2023:

	Number of			Weighted-Avg.
	Warrants for			Exercise
	Preferred Stock			Price
Outstanding as of January 1, 2023		144,890		$	0.01
Granted		—			—
Cancelled/Expired		—			—
Exercised		(144,890	)		(0.01	)
Outstanding as of December 31, 2023		—		$	—

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 + Details

Derivative Liabilities (Details Narrative)	Mar. 31, 2024
Measurement Input, Share Price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input	9.20
Measurement Input, Price Volatility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input	80
Measurement Input, Risk Free Interest Rate [Member] \| Minimum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input	3.46
Measurement Input, Risk Free Interest Rate [Member] \| Maximum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input	5.47
Measurement Input, Expected Dividend Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input	0

Schedule of Changes in Derivative Liabilities (Details)	12 Months Ended
Schedule of Changes in Derivative Liabilities (Details)	Dec. 31, 2023 USD ($)
Fair Value, Inputs, Level 1 [Member]
Platform Operator, Crypto Asset [Line Items]
Derivative liabilities, Beginning balance
Addition
Changes in fair value of Derivative liabilities
Extinguishment of Derivative liabilities
Derivative liabilities, ending balance
Fair Value, Inputs, Level 2 [Member]
Platform Operator, Crypto Asset [Line Items]
Derivative liabilities, Beginning balance
Addition
Changes in fair value of Derivative liabilities
Extinguishment of Derivative liabilities
Derivative liabilities, ending balance
Fair Value, Inputs, Level 3 [Member]
Platform Operator, Crypto Asset [Line Items]
Derivative liabilities, Beginning balance	1,735,700
Addition	2,375,378
Changes in fair value of Derivative liabilities	(198,551)
Extinguishment of Derivative liabilities	(3,912,527)
Derivative liabilities, ending balance

Leases

3 Months Ended

Mar. 31, 2024

Leases

Leases

5. Leases

At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present in the arrangement. Leases with a term greater than one year are recognized on the balance sheet as right-of-use assets and current and non-current lease liabilities, as applicable.

Operating lease liabilities and their corresponding right-of-use assets are initially recorded based on the present value of lease payments over the expected remaining lease term. Certain adjustments to the right-of-use asset may be required for items such as incentives received. The interest rate implicit in lease contracts is typically not readily determinable. As a result, the Company utilizes its incremental borrowing rate to discount lease payments, which reflects the fixed rate at which the Company could borrow on a collateralized basis the amount of the lease payments in the same currency, for a similar term, in a similar economic environment. Prospectively, the Company will adjust the right-of-use assets for straight-line rent expense, or any incentives received and remeasure the lease liability at the net present value using the same incremental borrowing rate that was in effect as of the lease commencement or transition date. The Company has elected not to recognize leases with an original term of one year or less on the balance sheet. The Company typically only includes an initial lease term in its assessment of a lease arrangement. Options to renew a lease are not included in the Company’s assessment unless there is reasonable certainty that the Company will renew.

Assumptions made by the Company at the commencement date are re-evaluated upon occurrence of certain events, including a lease modification. A lease modification results in a separate contract when the modification grants the lessee an additional right of use not included in the original lease and when lease payments increase commensurate with the standalone price for the additional right of use. When a lease modification results in a separate contract, it is accounted for in the same manner as a new lease.

Entities may elect not to separate lease and non-lease components. The Company has elected to account for lease and non-lease components together as a single lease component for all underlying assets and allocate all the contract consideration to the lease component only.

The Company’s leases are comprised of operating leases for office space. At the inception of the lease, the Company determines whether the lease contract conveys the right to control the use of identified property for a period of time in exchange for consideration. Leases are classified as operating or finance leases at the commencement date of the lease. Operating leases are recorded as operating lease right-of-use assets, other current liabilities, and operating lease liabilities in the Balance Sheets. The Company did not have any finance leases as of March 31, 2024 and December 31, 2023.

The Company had three leases primarily consisting of office space in Versailles and Carmel Indiana. Two of the leases in Versailles started January 1, 2022. Both have an term of one year, with automatic one year renewal, unless 60 day notice of vacating is given, commencing on the execution hereof and continuing through December 31^st of each year.. The monthly lease payments for these leases are $470 and $1,664 with a 4% per annum increase. The new lease in Carmel started January 1, 2024. The initial term is five years and five months. The monthly lease payment started at $6,721 with an annual increase of 2.5%. As long as the Company isn’t in default, they are only obligated to pay an amount equal to 50% of the monthly base rent for months 1-10.

Operating lease right-of-use assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. As the implicit interest rate is generally not readily determinable, the Company uses an incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The incremental borrowing rate reflects the estimated rate of interest that the Company would pay to borrow on a collateralized basis over a similar economic environment. Lease expense for the operating lease is recognized on a straight-line basis over the lease term.

Leases may include renewal options, and the renewal option is included in the lease term if the Company concludes that it is reasonably certain that the option will be exercised. Certain leases may contain rent escalation clauses, either fixed or adjusted periodically for inflation of market rates, that are factored into the calculation of lease payments to the extent they are fixed and determinable at lease inception. The Company also has variable lease payments that do not depend on a rate or index, primarily for items such as common area maintenance and real estate taxes, which are recorded as expenses when incurred.

For the three months ended March 31, 2024 and 2023, the Company recognized $25,756 and $11,729 of operating lease expense, including short-term lease expense and variable lease costs, which are immaterial.

The following table presents information related to the Company’s operating leases:

Schedule of Operating Leases

	March 31, 2024			December 31, 2023
Operating lease right-of-use assets	$	337,286		$	70,263

Other current liabilities		35,753			49,127
Operating lease liabilities		314,472			27,071
Total	$	350,225		$	76,198

Weighted-average remaining lease term (in years)		4.72			3.75
Weighted-average discount rate		15.0	%		15.0	%

As of March 31, 2024, the maturities of the Company’s operating lease liabilities were as follows:


2024	$	57,737
2025		111,472
2026		114,702
2027		86,856
2028		89,027
Thereafter		38,025
Total lease payments		497,819
Less: imputed interest		147,594
Total present value of lease payments	$	350,225

Preferred Stock (Details Narrative) - shares	3 Months Ended
Preferred Stock (Details Narrative) - shares	Mar. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Class of Stock [Line Items]
Preferred Stock, Shares Authorized	1,120,000		1,120,000
Strilke price	0.80
Convertible Series A Preferred stock [Member]
Class of Stock [Line Items]
Preferred Stock, Shares Authorized	1,000,000	1,000,000	1,000,000
Preferred Stock, Shares Outstanding	0	0
Convertible Series A Preferred stock [Member] \| Preferred Stock [Member]
Class of Stock [Line Items]
Preferred Stock, Shares Outstanding	0
Convertible Series Seed Preferred Stock [Member]
Class of Stock [Line Items]
Preferred Stock, Shares Authorized	120,000	120,000	120,000
Preferred Stock, Shares Outstanding	0	0
Series A Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock dividend rate percentage	8.00%

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.

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Common Stock and Warrants

Stock Options and Awards (Details Narrative) - USD ($)	3 Months Ended		12 Months Ended
Stock Options and Awards (Details Narrative) - USD ($)	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2024	Dec. 31, 2023
Share-Based Payment Arrangement [Abstract]
Compensation expense	$ 227,000		$ 237,000	$ 0
Share-Based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount	$ 0

Summary of Significant Accounting Policies (Details Narrative) - USD ($)					3 Months Ended	12 Months Ended
	Jan. 02, 2024	Aug. 11, 2023	Aug. 09, 2023	Aug. 08, 2023	Mar. 31, 2024	Dec. 31, 2023	Mar. 31, 2023	Dec. 31, 2022
Preferred stock dividend					$ 0	$ 0
Equity, Attributable to Parent					(3,184,454)	(1,403,241)	$ (7,747,023)	$ (5,573,613)
Short-Term Debt					1,396,175
Cash					81,752,000
Working capital deficit					3,407,877
Common Stock [Member]
Equity, Attributable to Parent					$ 6,595	$ 6,509	$ 1,963	$ 1,963
Number of shares issued in transaction			1,098,667	1,098,667
Share issued price per share			$ 6.00
Proceeds from issuance of common stock			$ 6,592,002
Deferred offering costs			$ 736,736
Payment fees		$ 4,110,721
Purchase of common shares	75,000		164,801		75,000

Common Stock and Warrants

3 Months Ended

Mar. 31, 2024

Equity [Abstract]

6. Common Stock and Warrants

The Company authorized 100,000,000 shares of common stock, of which 6,594,897 and 6,508,897 were issued and outstanding as of March 31, 2024 and December 31, 2023, respectively. In conjunction with 1,098,667 common shares issued upon the completion of the initial public offering on August 8, 2023, the Company also issued (i) 1,244,228 common shares upon conversion of 506,637 shares of Convertible Series A Preferred Stock and 115,477 shares of Convertible Series Seed Preferred Stock, (ii) 1,649,900 common shares upon conversion of convertible notes, (iii) 425,000 common shares as payment to vendors for services and (iv) 127,780 common shares upon the exercise of warrants. On January 10, 2023, the Company’s board of directors authorized a 2-for-1 reverse stock split. All share information in these financial statements has been adjusted for this reverse stock split.

On January 10, 2023, the Company’s board of directors authorized a 2-for-1 reverse stock split. All share information in these financial statements has been adjusted for this reverse stock split.

On January 2, 2024, the Company issued 75,000 shares of common stock with a fair value of $200,250 pursuant to a consulting agreement. As the term of the consulting agreement covers the full fiscal year ending December 31, 2024, the Company expensed $50,062 in the three month’s ended March 31, 2024 with the remaining $150,188 recorded in prepaids and other current assets as of March 31, 2024.

In connection with a bridge loan, the Company issued a warrant on September 18, 2018 that allows the holder to purchase common stock from the Company at a share price of $4.38 per share. The number of shares was based on a formula tied to the final amount of loans made by the holder of $375,000, multiplied by 150%, and divided by $70.03. The number of shares based on this formula is 12,852. The warrant contains certain rights in the event of liquidation, merger, or consolidation of the Company. If the fair market value of one share is greater than the warrant price, the holder may elect to receive a number of shares equal to the value of the warrant. If the exercise is in connection with the sale of the Company, the holder may, at its option, condition its exercise of the warrant upon the consummation of such transaction. The warrant expires on September 18, 2028 and can be exercisable either in whole or from time to time in part prior to the expiration date.

The Company issued a second warrant on September 6, 2019, under similar terms but is a penny warrant that allows the holder to purchase 40,000 shares of common stock and is subject to adjustment for certain equity events. The warrant contains certain rights in the event of liquidation, merger, or consolidation of the Company. The warrant expires on September 6, 2029. This warrant was converted to 39,924 shares of common stock on December 28, 2023. The fair market value of the stock on that day was calculated as the average of the daily closing prices per share for the 30 consecutive trading day period ending on the second trading day prior to such date or $2.61 per share. Since the fair value was greater than the warrant price of $0.01 per share the holder elected to receive the number of shares equal to 40,000 times the difference between the fair market value and the exercise price divided by the fair market value, resulting in 39,924.

The Company issued a third warrant to Masimo Corporation on April 9, 2020. This warrant was pre-funded in the amount of $2,734,340. The warrant allows the holder to purchase 289,779 shares of Series A Preferred Stock at $9.44 per share and is subject to adjustment for certain equity events. The warrant contains certain rights in the event of liquidation, merger, or consolidation of the Company. There will be no additional purchase price for the Warrants. In the event that all outstanding shares of Series A Preferred Stock are converted, automatically or by action of the holders thereof, into Common Stock, including, without limitation, in connection with the Company’s initial, underwritten public offering and sale of its Common Stock pursuant to an effective registration statement under the Act, then from and after the date on which all outstanding shares of Series A Preferred Stock have been so converted, this Warrant shall be exercisable for such number of shares of Common Stock into which the Warrant Shares would have been converted had the Warrant Shares been outstanding on the date of such conversion, and the Exercise Price shall equal the Exercise Price in effect as of immediately prior to such conversion divided by the number of shares of Common Stock into which one share of Series A Preferred Stock would have been converted, all subject to further adjustment thereafter from time to time in accordance with the provisions of this Warrant. On August 14, 2023, the 144,890 Series A Preferred Stock warrants were converted to 289,779 common stock warrants.

During 2022, the Company issued 793,655 five-year warrants to purchase common stock equal to one hundred percent (100%) of the shares into which the 2022 convertible notes can be converted at issuance. The 2024 Convertible Promissory Notes triggered the anti-dilution clause of the original agreement and decreased the exercise price to $2.38.

From March to June of 2023, the Company issued 505,570 one-year warrants to purchase common stock equal to fifty percent (50%) of the shares into which the 2023 convertible notes can be converted at issuance. The warrants have an exercise price of $5.25 per share. The 2024 Convertible Promissory Notes triggered the anti-dilution clause of the original agreement and decreased the exercise price to $2.38.

On August 9, 2023, the Company issued 122,202 five-year warrants to purchase common stock pursuant to an advisory agreement with a consulting firm upon closing of the Company’s initial public offering. The warrants have an exercise price of $6.00 per share. The 2024 Convertible Promissory Notes triggered the anti-dilution clause of the original agreement and decreased the exercise price to $2.38.

On August 14, 2023, the Company issued 186,156 five-year warrants to purchase common stock pursuant to an agreement with an underwriter upon closing of the Company’s initial public offering. The warrants have an exercise price of $7.20 per share. The 2024 Convertible Promissory Notes triggered the anti-dilution clause of the original agreement and decreased the exercise price to $2.38.

From January to March of 2024, the Company issued 38,697 warrants to its private placement agent in conjunction with the 2024 Convertible Promissory Notes at an exercise price of $2.38 to purchase common stock.

On March 30, 2024, the Company issued 7,563 warrants pursuant to an advisory agreement at an exercise price of $2.38 to purchase common stock (See Note 12).

The following is a summary of warrant activity for common stock during the periods ended March 31, 2024 and December 31, 2023:

	Number of			Weighted-Avg.		Weighted-Avg.
	Warrants for			Exercise		Remaining
	Common Stock			Price		Contractual Life
Outstanding as of January 1, 2023		846,507		$	5.06		4.72
Granted		813,928			5.81		4.38
Cancelled/Expired		289,779			0.01		—
Exercised		(127,856	)		—		—
Outstanding as of December 31, 2023		1,822,358		$	4.69		3.05
Granted		46,260		$	2.38		4.94
Converted Prefunded Warrants		—			—		—
Exercised		(11,000	)		—		—
Outstanding as of March 31, 2024		1,857,618		$	2.05		3.13

The following is a summary of warrant activity for preferred stock during the year ended December 31, 2023:

	Number of			Weighted-Avg.
	Warrants for			Exercise
	Preferred Stock			Price
Outstanding as of January 1, 2023		144,890		$	0.01
Granted		—			—
Cancelled/Expired		—			—
Exercised		(144,890	)		(0.01	)
Outstanding as of December 31, 2023		—		$	—

There was no preferred stock warrant activity for the three months ended March 31, 2024.

The following table summarizes the Company’s warrants outstanding and exercisable as of March 31, 2024.

	Number of
	Warrants		Exercise		Expiration
	Outstanding		Price		Date
Brian Hannasch W-01		12,852	$	8.76	September 18, 2028
Masimo Corporation PSA-01		289,779	$	0.01	None
2022 Convertible Notes		793,655	$	2.38	Various
2023 Convertible Notes		537,949	$	2.38	Various
Consulting Agreement Warrants		157,462	$	2.38	August 8, 2028
Underwriter’s Warrants		65,921	$	2.38	August 8, 2028
		1,857,618

The Company is a party to two investment banking and advisory agreements with a consulting firm engaged in connection with listing our common stock for trading on NYSE. Pursuant to the first advisory agreement, dated March 3, 2022, the Company agreed to pay the consulting firm a monthly consulting fee of $5,000 and a final payment of $50,000 upon a successful NYSE listing, and, also upon such listing, to issue the consulting firm shares of our common stock representing 1.5% of our outstanding shares after giving effect to the initial public offering and to issue the consulting firm five-year warrants to purchase shares of our common stock representing 2.0% of our outstanding shares, after giving effect to the initial public offering, on a fully-diluted basis with an exercise price per share representing the public offering price per share. Pursuant to the second advisory agreement with consulting firm, dated June 20, 2022, and amended December 20, 2022, the Company agreed to pay fees in the aggregate of up to $136,166 for advice in connection with communication and other related matters leading up to, and in connection with, the initial public offering and to issue the consulting firm 125,000 shares of common stock upon a successful NYSE listing. The Company agreed to piggyback registration rights with respect to all shares issued to the consulting firm under both advisory agreements, including shares issuable upon exercise of the warrants. The Company evaluated the agreements and determined that the shares will not be recorded and valued until the performance condition is satisfied.

The entire disclosure for equity.

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Condensed Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2024	Dec. 31, 2023
Cash Flows from Operating Activities
Net Loss	$ (2,120,651)	$ (2,173,410)
Adjustments to reconcile net loss to net cash used by operating activities:
Amortization of debt discount and issuance cost	21,683	2,662,655
Depreciation and amortization	10,737	9,849
Provisions for losses on accounts receivable	13,634	(3,787)
Non-cash lease expense	17,316	7,780
Stock-based compensation	227,000		$ 237,000	$ 0
Extinguishment of derivative liability		(1,129,498)
Issuance of common stock for non-cash consideration	50,062
Issuance of warrants for non-cash consideration	15,543
Finance charges		2,772
Change in fair value of derivative liabilities		(191,297)
Change in fair value of warrant liabilities	9,284	(234,807)
Changes in operating assets and liabilities:
Accounts receivable	(31,001)	(185,299)
Inventory	1,026	(28,885)
Prepaids and other current assets	4,497	(19,035)
Accounts payable	32,821	468,672
Accrued expenses	415,394	186,829
Customer deposits	10,807	12,898
Operating lease liability	(10,312)	(8,349)
Net cash used by operating activities	(1,332,160)	(622,912)
Cash Flows from Investing Activities
Additions to property and equipment	(14,722)	(7,608)
Net cash used by investing activities	(14,722)	(7,608)
Cash Flows from Financing Activities
Offering costs in advance of sale of common stock		(78,972)
Proceeds from exercised warrants	26,180
Principal payments on notes payable	(51,606)	(2,695,344)
Proceeds from notes payable		52,600
Proceeds from convertible notes, net of fees	1,375,500	3,144,000
Net cash provided by financing activities	1,350,074	422,284
Net Increase (Decrease) in Cash and Cash Equivalents	3,192	(208,236)
Cash and Cash Equivalents at Beginning of Period	78,560	253,699	$ 78,560	253,699
Cash and Cash Equivalents at End of Period	81,752	45,463		$ 78,560
Supplemental Disclosure of Non-Cash Cash Activities
Cash paid for interest	16,889	35,865
Cash paid for income taxes
Supplemental Schedule of Non-Cash Investing and Financing Activities
Recognition of right of use asset	284,339
Common stock issued for consulting services	200,250
Fair value of warrant liabilities from convertible notes		1,541,955
Fair value of derivative liabilities of conversion feature from convertible notes		1,532,725
Fair value of warrants from debt discount in convertible notes classified of additional paid in capital	$ 97,465

Preferred Stock

3 Months Ended

Mar. 31, 2024

Equity [Abstract]

Preferred Stock

7. Preferred Stock

The Company has authorized 1,120,000 shares of preferred stock of which 1,000,000 has been designated Series A Preferred Stock and 120,000 has been designated Series Seed Preferred Stock, of which 0 shares of Series A Preferred Stock and 0 shares of Series Seed Preferred Stock are issued and outstanding as of March 31, 2024 and December 31, 2023, respectively.

The following is a summary of Preferred Stock terms:

Voting Rights - The Series A Preferred and Series Seed Preferred shall vote together with the Common Stock on an as-converted basis, and not as separate classes.

Conversion - The Series A Preferred and Series Seed initially convert 1:1 to Common Stock at any time at option of holder, subject to adjustments for stock dividends, splits, combinations, and similar events and as described below under “Anti-dilution Provisions.”

Dividends - The Series A Preferred will carry an annual 8% cumulative dividend, payable upon any liquidation, dissolution or winding up of the Company (the “Accruing Dividend”). For any other dividends or distributions, participation with Common Stock on an as-converted basis.

Liquidation - In the event of any liquidation, dissolution or winding up of the Company, the proceeds shall be paid in the following priority:

First, to the Series A Preferred in proportion to each holder’s respective pro rata Series A Original Purchase Price, plus any pro rata share of the Accruing Dividend until the entire Series A Original Purchase Price and Accruing Dividend are paid;

Second, to the Series Seed Preferred in proportion to each holder’s respective pro rata Series Seed Original Purchase Price until the entire amount of the Series Seed Original Purchase Price is paid; and

Thereafter, the Series A Preferred and Series Seed Preferred participate with the Common Stock pro rata on an as-converted basis.

A merger or consolidation (other than one in which stockholders of the Company own a majority by voting power of the outstanding shares of the surviving or acquiring corporation) and a sale, lease, transfer, exclusive license or other disposition of all or substantially all of the assets of the Company will be treated as a liquidation event (a “Deemed Liquidation Event”), thereby triggering payment of the liquidation preferences described.

Anti-dilution Provisions - The Series A Preferred have full-ratchet anti-dilution protection so that the conversion price will be reduced to 80% of the price at which any future shares are issued, if less than the Series A Original Purchase Price.

Preferred stock has all converted pursuant to the initial public offering.

Notes Payable (Details Narrative) - USD ($)		3 Months Ended	12 Months Ended
Notes Payable (Details Narrative) - USD ($)	Nov. 08, 2023	Mar. 31, 2024	Dec. 31, 2024	Feb. 12, 2024	Dec. 31, 2023	Aug. 08, 2023
Short-Term Debt [Line Items]
Convertible Preferred Stock, Shares Issued upon Conversion	1,260,504					506,637
Debt Instrument, Convertible, Conversion Price	$ 0.001
Stock Issued During Period, Value, New Issues	$ 3,000,000	$ 200,250
Debt Instrument, Periodic Payment Terms, Balloon Payment to be Paid	$ 200,000
Total principal amount		3,135,000
Convertible debt				$ 3,000,000
Principal amount due in monthly installments		$ 1,535,000
Debt Instrument, Description		The Company’s private placement agent fees included (i) 10% of the funded principal amount and (ii) warrants calculated as 6.0% of the funded principal amount divided by the $2.38 exercise price. The fair value of the warrants of $97,465 were deferred as a financing fee and classified as additional paid in capital
Preferred stock, par value		$ 0.001
Accrued interest		$ 76,319			$ 66,648
Convertible notes, net of unamortized financing fees		$ 235,281			$ 0
Amortization of the debt discount			$ 21,863
Series B Preferred Stock [Member]
Short-Term Debt [Line Items]
Preferred stock, par value		$ 2.38
Cumulative dividends percent		8.50%
Common stock conversion price		$ 2.38
2024 Convertible Promissory Notes [Member]
Short-Term Debt [Line Items]
Debt conversion, original debt, interest rate of debt		8.50%

Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2024

Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies

Use of Estimates and Critical Accounting Estimates and Assumptions

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

These significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to these estimates or assumptions, and certain estimates or assumptions are difficult to measure or value.

Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience, and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly. The Company uses estimates in accounting for, among other items, revenue recognition, allowance for credit losses, stock-based compensation, income tax provisions, excess and obsolete inventory reserve, and impairment of property and equipment, and intellectual property. Actual results could differ from those estimates.

Fair Value Measurements

The Company accounts for financial instruments in accordance with ASC 820, Fair Value Measurements and Disclosures (“ASC 820”). ASC 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under ASC 820 are described below:

Level 1 – Quoted prices (unadjusted) for identical unrestricted assets or liabilities in active markets that the reporting entity has the ability to access as of the measurement date.

Level 2 – Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities: quoted prices in markets that are not active; or financial instruments for which all significant inputs are observable or can be corroborated by observable market date, either directly or indirectly.

Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. These unobservable inputs reflect that reporting entity’s own assumptions about assumptions that market participants would use in pricing the asset or liability. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value require significant management judgment or estimation.

The Company’s Level 1 assets/liabilities include cash, accounts receivable, accounts payable, prepaids, and other current assets. Management believes the estimated fair value of these accounts on March 31, 2024 approximate their carrying value as reflected in the balance sheets due to the short-term nature of these instruments or the use of market interest rates for debt instruments.

The Company’s Level 3 assets/liabilities include derivative and warrant liabilities. Inputs to determine fair value 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, including option pricing models and discounted cash flow models. The valuation techniques involve management’s estimates and judgment based on unobservable inputs. The fair value estimates may not be indicative of the amounts that would be realized in a market exchange. Additionally, there may be inherent uncertainties or changes in the underlying assumptions used, which could significantly affect the current or future fair value estimates. Unobservable inputs used in the models are significant to the fair values of the assets and liabilities.

There were no transfers between any of the levels during the periods ended March 31, 2024 and December 31, 2023. In addition to assets and liabilities that are recorded at fair value on a recurring basis, the Company’s assets and liabilities are also subject to nonrecurring fair value measurements. As of March 31, 2024 and December 31, 2023, the Company had no assets that were measured on a nonrecurring basis.

Basic and Diluted Net Income (Loss) per Share

Earnings or loss per share (“EPS”) is computed by dividing net income (loss), net of preferred stock dividends, by the weighted average number of shares of common stock outstanding during the period. Diluted EPS is computed by dividing net income (loss) by the weighted average of all potentially dilutive shares of common stock that were outstanding during the periods presented. As of March 31, 2024 and December 31, 2023, there were no preferred stock dividends declared or paid.

Basic net loss per common share is computed by dividing net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted net loss per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents. In periods when losses are reported, which is the case for March 31, 2024 and 2023 presented in these financial statements, the weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would be anti-dilutive.

The Company had the following potentially dilutive common stock equivalents at March 31, 2024 and 2023:



	2024		2023

Convertible Series A Preferred Stock		—		1,013,270
Convertible Series Seed Preferred Stock		—		230,954
Options		1,319,394		1,319,394
Pre-Funded Warrants for Convertible Series A Preferred Stock		—		289,779
Pre-Funded Warrants for Convertible Series A Preferred Stock		—		289,779
Warrants		1,857,618		954,044
Convertible Bridge Debt		—		717,432
Totals		3,177,012		4,524,873

Revenue Recognition

Neuraxis, Inc. specializes in the development, production, and sale of medical neuromodulation devices to healthcare providers primarily located in the United States. Patented and trademarked neuromodulation devices is the Company’s major product line. Products are generally transferred at a point in time (rather than over time). Essentially all the Company’s revenue is generated from purchase order contracts.

In accordance with FASB’s ASC 606, Revenue from Contracts with Customers, (“ASC 606”), the Company recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the Company expects to be entitled in exchange for those goods or services, in an amount that reflects the consideration which the Company expects to be entitled in exchange for those goods or services. To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606, it performs the following five steps:

	(i)	identify the contract(s) with a customer;
	(ii)	identify the performance obligations in the contract;
	(iii)	determine the transaction price;
	(iv)	allocate the transaction price to the performance obligations in the contract; and
	(v)	recognize revenue when (or as) the entity satisfies a performance obligation.

The Company applies the five-step model to contracts when it determines that it is probable it will collect substantially all the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses the goods or services promised within each contract and determines those that are performance obligations and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price, after consideration of variability and constraints, if any, that is allocated to the respective performance obligation when the performance obligation is satisfied.

The Company estimates credit losses on accounts receivable by estimating expected credit losses over the contractual term of the receivable using a discounted cash flow method. When developing this estimate of expected credit losses, the Company considers all available information (past, current, and future) relevant to assessing the collectability of cash flows.

The Company offers a Patient Assistance Program for patients without insurance coverage for IB-Stim. This program extends potential self-pay discounts for IB-Stim devices, based upon household income and size.

Also, the Company offers providers an opt-in program to address adequate insurance claim payments on IB-Stim devices. This program may extend a rebate or invoice credit where the insurance payment and patient responsibility (i.e., deductible, co-payment, and/or co-insurance amounts required by the Payer) are less than the acquisition cost of the IB-Stim device. The Company recognizes revenue at such a time that collection of the amount due is assured.

The following economic factors affect the nature, amount, timing, and uncertainty of the Company’s revenue and cash flows as indicated:

Type of customer: Based on dollar amounts of revenue, essentially all of the goods sold by the Company are sold to healthcare customers including hospitals and clinics. Sales to healthcare customers lack seasonality and have a mild correlation with economic cycles.

Geographical location of customers: Sales to customers located within the United States represent essentially all of the Company’s sales.

Type of contract: Sales contracts consist of purchase order contracts that tend to be short-term (i.e., less than or equal to one year in duration).

Company’s Performance Obligations with Customers:

Timing of Satisfaction

The Company typically satisfies its performance obligations as the goods are delivered.

Goods that are shipped to customers are typically shipped FOB shipping point with freight prepaid by the Company. As such, ownership of goods in transit transfer to the customer when shipped and the customer bears the associated risks (e.g., loss, damage, delay).

Shipping and handling costs are recorded as general and administrative expenses in the Statement of Operations.

Significant Payment Terms

Payment for goods sold by the Company is typically due after an invoice is sent to the customer, within 30 days. However, other payment terms are frequently negotiated with customers ranging from due upon receipt to due within 90 days. Some payment terms may call for payment only after the healthcare provider receives their insurance reimbursement. Invoices for goods are typically sent to customers within three calendar days of shipment. The Company does not offer discounts if the customer pays some or all of an invoiced amount prior to the due date.

None of the Company’s contracts have a significant financing component.

Nature

Medical devices that the Company contracts to sell and transfer to customers are manufactured by one specific third-party manufacturer. The manufacturer is located within the state of Indiana. In no case does the Company act as an agent (i.e., the Company does not provide a service of arranging for another party to transfer goods to the customer).

Returns, Refunds, etc.

Orders may not be cancelled after shipment. Customers may return devices within 10 days of delivery if the goods are found to be defective, nonconforming, or otherwise do not meet the stated technical specifications. At the option of the customer, the Company shall either:

	●	Refund the price paid for any defective or nonconforming products.
	●	Supply and deliver to the customer replacement conforming products.
	●	Reimburse the customer for the cost of repairing any defective or nonconforming products.

At the time revenue is recognized, the Company estimates expected returns and excludes those amounts from revenue. The Company also maintains appropriate accounts to reflect the effects of expected returns on the Company’s financial position and periodically adjusts those accounts to reflect its actual return experience. Historically, returns have been immaterial, and the Company currently does not provide a provision for this liability.

Going Concern

We have incurred losses since inception and have funded our operations primarily with a combination of sales, debt, and the sale of capital stock. As of March 31, 2024, we had a stockholders’ deficit of $3,184,454 and short-term outstanding borrowings of $1,396,175. As of March 31, 2024, we had cash of $81,752 and a working capital deficit of $3,407,877.

On August 9, 2023, the Company consummated its initial public offering, conducted on a firm commitment basis, pursuant to which it sold 1,098,667 shares of its common stock at a price of $6.00 per share, resulting in gross proceeds to the Company of $6,592,002. Net proceeds to the Company, after deducting underwriting discounts and commissions, 2022 deferred offering costs totaling $736,736 and offering expenses paid by the Company, were $4,110,721. All shares sold in our IPO were registered pursuant to a registration statement on Form S-1 (File No. 333- 269179), as amended, declared effective by the SEC on August 9, 2023. Alexander Capital L.P. acted as sole book-running manager for the offering and Spartan Capital Securities, LLC acted as co-manager for the offering. The underwriters did not exercise their option to purchase up to an additional 164,801 shares of common stock.

Our future capital requirements will depend upon many factors, including progress with developing, manufacturing, and marketing our technologies, the time and costs involved in preparing, filing, prosecuting, maintaining, and enforcing patent claims and other proprietary rights, our ability to establish collaborative arrangements, marketing activities and competing technological and market developments, including regulatory changes and overall economic conditions in our target markets. Our ability to generate revenue and achieve profitability requires us to successfully market and secure purchase orders for our products from customers currently identified in our sales pipeline and to new customers as well. The primary activity that will drive all customers and revenues is the adoption of insurance coverage by commercial insurance carriers nationally, which is a top priority of the Company. These activities, including our planned research and development efforts, will require significant uses of working capital through the rest of 2024 and beyond. Based on our current operating plans, we believe that our existing cash at the time of this filing will only be sufficient to meet our anticipated operating needs through the end of 2024.

Management evaluates whether there are conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern for a period of one year from the date the financial statements are issued.

To date, the Company has experienced operating losses and negative cash flows from operations. Management believes that increased sales and acceptance of their product by insurance providers will allow the Company to achieve profitability in the near term.

While the Company believes in the viability of its strategy to further implement its business plan and generate sufficient revenues and in its ability to raise additional funds by way of a public or private offering of its debt or equity securities, there can be no assurance that it will be able to do so on reasonable terms, or at all. The ability of the Company to continue as a going concern is dependent upon its ability to further implement its business plan and generate sufficient revenues and its ability to raise additional funds by way of a public or private offering. Neither future cash generated from operating activities, nor management’s contingency plans to mitigate the risk and extend cash resources through the evaluation period, are considered probable. As a result, substantial doubt is deemed to exist about the Company’s ability to continue as a going concern. As we continue to incur losses, our transition to profitability is dependent upon achieving a level of revenues adequate to support its cost structure. We may never achieve profitability, and unless and until doing so, we intend to fund future operations through additional dilutive or nondilutive financing. There can be no assurances, however, that additional funding will be available on terms acceptable to us, if at all.

The financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Recently Issued Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-19, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires the enhancement of income tax disclosures to provide better insight into how an entity’s operations and related tax risks, planning and opportunities affect its tax rate and prospects for future cash flows. The enhanced disclosures require (i) specific categories in a tabular rate reconciliation including both amounts and percentages and (ii) additional information for reconciling items and income tax paid that meet a quantitative threshold. Public business entities are required to adopt the standard for annual periods beginning after December 15, 2024. All other entities are required to adopt the standard for annual periods beginning after December 15, 2025. The adoption of the standard is not expected to have a material impact on the Company’s financial statements.

Schedule of Warrant Activity for Preferred Stock (Details) - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Accumulated Other Comprehensive Income (Loss) [Line Items]
Weighted Average Exercise Price, Outstanding at beginning of period	$ 6.94	$ 6.94
Preferred Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of Warrants, Outstanding at beginning of period		144,890
Weighted Average Exercise Price, Outstanding at beginning of period		$ 0.01
Number of Warrants, Granted
Weighted Average Exercise Price, granted
Number of Warrants, Cancelled Expired
Weighted Average Exercise Price, Cancelled Expired
Number of Warrants, Exercised		(144,890)
Weighted Average Exercise Price, Excercised		$ (0.01)

Share Liability (Details Narrative)	Mar. 31, 2024 USD ($) shares
Share Liability
Share Liability \| shares	100,000
Common stock capital unissued value \| $	$ 237,000

Leases (Tables)

3 Months Ended

Mar. 31, 2024

Leases

Schedule of Operating Leases

The following table presents information related to the Company’s operating leases:

Schedule of Operating Leases

	March 31, 2024			December 31, 2023
Operating lease right-of-use assets	$	337,286		$	70,263

Other current liabilities		35,753			49,127
Operating lease liabilities		314,472			27,071
Total	$	350,225		$	76,198

Weighted-average remaining lease term (in years)		4.72			3.75
Weighted-average discount rate		15.0	%		15.0	%

Schedule of Maturities Operating Lease Liabilities

As of March 31, 2024, the maturities of the Company’s operating lease liabilities were as follows:


2024	$	57,737
2025		111,472
2026		114,702
2027		86,856
2028		89,027
Thereafter		38,025
Total lease payments		497,819
Less: imputed interest		147,594
Total present value of lease payments	$	350,225

Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2024

Use of Estimates and Critical Accounting Estimates and Assumptions

Fair Value Measurements

Level 1 – Quoted prices (unadjusted) for identical unrestricted assets or liabilities in active markets that the reporting entity has the ability to access as of the measurement date.

Basic and Diluted Net Income (Loss) per Share

The Company had the following potentially dilutive common stock equivalents at March 31, 2024 and 2023:



	2024		2023

Convertible Series A Preferred Stock		—		1,013,270
Convertible Series Seed Preferred Stock		—		230,954
Options		1,319,394		1,319,394
Pre-Funded Warrants for Convertible Series A Preferred Stock		—		289,779
Pre-Funded Warrants for Convertible Series A Preferred Stock		—		289,779
Warrants		1,857,618		954,044
Convertible Bridge Debt		—		717,432
Totals		3,177,012		4,524,873

Revenue Recognition

	(i)	identify the contract(s) with a customer;
	(ii)	identify the performance obligations in the contract;
	(iii)	determine the transaction price;
	(iv)	allocate the transaction price to the performance obligations in the contract; and
	(v)	recognize revenue when (or as) the entity satisfies a performance obligation.

The following economic factors affect the nature, amount, timing, and uncertainty of the Company’s revenue and cash flows as indicated:

Geographical location of customers: Sales to customers located within the United States represent essentially all of the Company’s sales.

Type of contract: Sales contracts consist of purchase order contracts that tend to be short-term (i.e., less than or equal to one year in duration).

Company’s Performance Obligations with Customers:

Timing of Satisfaction

The Company typically satisfies its performance obligations as the goods are delivered.

Shipping and handling costs are recorded as general and administrative expenses in the Statement of Operations.

Significant Payment Terms

None of the Company’s contracts have a significant financing component.

Nature

Returns, Refunds, etc.

	●	Refund the price paid for any defective or nonconforming products.
	●	Supply and deliver to the customer replacement conforming products.
	●	Reimburse the customer for the cost of repairing any defective or nonconforming products.

Going Concern

Recently Issued Accounting Pronouncements

Related Party Transactions (Details Narrative) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Related Party Transaction [Line Items]
Allowance for interest receivable current	$ 1,166,069
Mr. Watkins [Member]
Related Party Transaction [Line Items]
Related party transaction amounts	0		$ 564
Mr Seale [Member]
Related Party Transaction [Line Items]
Payments for fees	62,987	$ 17,551
Accounts payable	68,899		$ 84,279
Shareholders 1 And 2 [Member]
Related Party Transaction [Line Items]
Loan Receivable	$ 506,400

Notes Payable

3 Months Ended

Mar. 31, 2024

Debt Disclosure [Abstract]

Notes Payable

4. Notes Payable

On November 8, 2023, the Company entered into a Securities Purchase Agreement (“SPA”) with a shareholder for the issuance 1,260,504 shares of Series B Convertible Preferred Stock, par value $0.001 per share (the “Series B Preferred Stock”), for an aggregate purchase price of $3,000,000 paid in 15 monthly installments of $200,000 each, commencing on the later of January 10, 2024 or a date after stockholders approve of an amendment to the Company’s Certificate of Incorporation to authorize the creation of the Series B Preferred Stock (the “Stockholder Approval”). The Series B Preferred Stock is convertible at any time into shares of common stock of the Company without any further consideration. Following the issuance of the Series B Preferred Stock, it will rank senior to the common stock with respect to payments upon the liquidation, dissolution and winding up of the Company. Due to a delay in Stockholder Approval, the Company amended the SPA on February 12, 2024 to issue a promissory note, due and payable on the earlier of 15 months or 12 months if the Series B Preferred Stock has not been authorized before such date, convertible into Series B Preferred Stock with identical funding amounts and terms.

In the first quarter of 2024, the Company entered into a series of convertible promissory notes totaling $3,135,000 with identical terms to the $3,000,000 convertible promissory note issued on February 12, 2024 (collectively referred to as the “2024 Convertible Promissory Notes”). As of March 31, 2024, the Company has received $1,535,000 of the principal amount with the remainder due in monthly installments through the maturity date in March of 2025.

The Company’s private placement agent fees included (i) 10% of the funded principal amount and (ii) warrants calculated as 6.0% of the funded principal amount divided by the $2.38 exercise price. The fair value of the warrants of $97,465 were deferred as a financing fee and classified as additional paid in capital. The private placement agreement was terminated on March 18, 2014 pursuant to an new advisory agreement (See Note 12).

The 2024 Convertible Promissory Notes bear interest at 8.5% per annum payable quarterly in either cash or common stock at the election of the Company. At any time following the date of shareholder approval to authorize the creation of Series B Preferred Stock prior to the maturity date, the investor may elect to convert all or part of the principal into the Company’s Series B Preferred Stock at a conversion price per share equal to $2.38. Without limiting the forgoing, all principal amounts outstanding on the maturity date will automatically convert into the Company’s Series B Preferred Stock. The Series B Preferred Stock is entitled to cumulative dividends at 8.5% per annum (whether or not declared) payable quarterly in either cash or common stock at the $2.38 conversion price at the election of the Company. Upon conversion to Series B Preferred Stock, the investor may elect, at its option at any time, to convert all or part of the Series B Preferred Stock plus accrued but unpaid dividends into an equivalent amount of common stock at the $2.38 conversion price. As of March 31, 2024, no investor has converted any portion of the 2024 Convertible Notes into Series B Preferred Stock as the shareholders have not yet authorized its issuance.

Accrued interest totaled $76,319 and $66,648 as of March 31, 2024 and December 31, 2023, respectively. The unamortized debt discount on the 2024 Convertible Promissory Notes total $235,281 as of March 31, 2024. Amortization of the debt discount on the 2024 Convertible Notes totaled $21,863 for the three months ended March 31, 2024.

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.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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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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Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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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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Reference 20: http://www.xbrl.org/2003/role/disclosureRef
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Reference 21: http://www.xbrl.org/2003/role/disclosureRef
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Schedule of Related Party Transactions

Schedule of Stock Option Activity (Details) - USD ($)	3 Months Ended	12 Months Ended
Schedule of Stock Option Activity (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Share-Based Payment Arrangement [Abstract]
Number of Options, Outstanding, Beginning balance	1,319,394	1,319,394
Weighted Average Remaining Contractual Life (in years), Outstanding	5 years 5 months 12 days	5 years 8 months 8 days	6 years 8 months 8 days
Weighted Average Exercise Price, Outstanding at beginning of period	$ 6.94	$ 6.94
Aggregate Intrinsic Value, Outstanding, Beginning balance
Number of Options, Granted
Number of Options, Forfeited
Number of Options, Cancelled/Expired
Number of Options, Exercised
Number of Options, Outstanding, Ending balance	1,319,394	1,319,394	1,319,394
Weighted Average Exercise Price, Outstanding at Ending of period	$ 6.94	$ 6.94	$ 6.94
Aggregate Intrinsic Value, Outstanding, Ending balance
Number of Options, Vested and Exercisable, Ending balance	1,319,394
Weighted Average Remaining Contractual Life (in years), Vested and Exercisable	5 years 5 months 12 days
Weighted Average Exercise Price, Vested and Exercisable, Ending balance	$ 6.94
Aggregate Intrinsic Value, Vested and Exercisable, Ending balance

Condensed Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Income Statement [Abstract]
Net Sales	$ 646,635	$ 805,110
Cost of Goods Sold	75,081	95,900
Gross Profit	571,554	709,210
Selling Expenses	80,030	107,932
Research and Development	5,570	16,797
General and Administrative	2,318,074	1,480,755
Operating Loss	(1,832,120)	(896,274)
Other Income (Expense):
Financing charges	(230,824)	(2,772)
Interest expense	(26,560)	(161,689)
Change in fair value of warrant liability	(9,284)	234,807
Change in fair value of derivative liability		191,297
Amortization of debt discount and issuance cost	(21,683)	(2,662,655)
Extinguishment of debt liabilities		1,129,498
Other income		1,550
Other expense	(180)	(7,172)
Total other income (expense), net	(288,531)	(1,277,136)
Net Loss	$ (2,120,651)	$ (2,173,410)
Per-Share Data
Per-Share Data, basic loss per share	$ (0.32)	$ (1.18)
Per-Share Data, diluted loss per share	$ (0.32)	$ (1.18)
Weighted Average Shares Outstanding
Weighted Average Shares Outstanding, Basic	6,550,567	2,003,322
Weighted Average Shares Outstanding, Diluted	6,550,567	2,003,322

Related Party Transactions (Tables)

3 Months Ended

Mar. 31, 2024

	Loan			Interest			Interest
	Receivable			Receivable			Income
March 31, 2024
Shareholder 1	$	506,400		$	76,882		$	5,944
Shareholder 2		506,400			76,747			5,944
		1,012,800			153,629			11,888
Allowance for Collection Risk		(1,012,800	)		(153,629	)		(11,888	)
Net Balance	$	—		$	—		$	—

	Loan			Interest			Interest
	Receivable			Receivable			Income
December 31, 2023
Shareholder 1	$	506,400		$	70,938		$	23,867
Shareholder 2		506,400			70,803			23,867
		1,012,800			141,741			47,734
Allowance for Collection Risk		(1,012,800	)		(141,741	)		(47,734	)
Net Balance	$	—		$	—		$	—

Subsequent Events

3 Months Ended

Mar. 31, 2024

Subsequent Events [Abstract]

Subsequent Events

13. Subsequent Events

On April 4, 2024, the Board approved the issuance of 53,063 shares of common stock to an existing shareholder to settle a 2023 convertible note dispute. As the condition existed as of March 31, 2024, the Company expensed the settlement value of $230,823 to financing charges for the three months ended March 31, 2024.

On April 10, 2024, the employment of the Company’s Chief Operating Officer was terminated. Pursuant to the employment agreement, the Company will make salary continuation payments based on an annual salary of $275,000 through October 10, 2024 and provide health care coverage through October 10, 2025.

Common Stock and Warrants (Details Narrative) - USD ($)														3 Months Ended	12 Months Ended
Common Stock and Warrants (Details Narrative) - USD ($)	Jan. 02, 2024	Dec. 28, 2023	Nov. 08, 2023	Aug. 14, 2023	Aug. 09, 2023	Aug. 08, 2023	Jan. 10, 2023	Jan. 10, 2023	Jun. 20, 2022	Mar. 03, 2022	Apr. 09, 2020	Sep. 06, 2019	Sep. 18, 2018	Mar. 31, 2024	Dec. 31, 2023	Mar. 30, 2024	Jun. 30, 2023	Dec. 31, 2022
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common Stock, Shares Authorized														100,000,000	100,000,000			100,000,000
Common Stock, Shares, Issued														6,594,897	6,508,897
Common Stock, Shares, Outstanding														6,594,897	6,508,897
Debt Conversion, Converted Instrument, Shares Issued						1,244,228
Convertible Preferred Stock, Shares Issued upon Conversion			1,260,504			506,637
Stockholders equity stock split							2-for-1 reverse stock split	2-for-1 reverse stock split
Final amount			$ 3,000,000											$ 200,250
Number of warrants														1,857,618
Warrant, description												Since the fair value was greater than the warrant price of $0.01 per share the holder elected to receive the number of shares equal to 40,000 times the difference between the fair market value and the exercise price divided by the fair market value, resulting in 39,924
Warrant Two [Member] \| Masimo Corporation [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of warrants											2,734,340
Warrant Three [Member] \| Masimo Corporation [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock Repurchased During Period, Shares											289,779
2022 Convertible Notes [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of warrants																		793,655
Warrant term																		5 years
2022 Convertible Notes [Member] \| Minimum [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Exercise price																		$ 2.38
2023 Convertible Notes [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Exercise price				$ 7.20	$ 6.00												$ 5.25
Number of warrants				186,156	122,202												505,570
Warrant term				5 years	5 years												1 year
2023 Convertible Notes [Member] \| Minimum [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Exercise price				$ 2.38	$ 2.38												$ 2.38
Two Thousand Twenty Four Convertible Notes [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Exercise price														$ 2.38
Number of warrants														38,697
Advisory Agreement [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Exercise price														$ 2.38
Number of warrants																7,563
Advisory Agreements [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock issued during period shares new issues									125,000
Consulitng fee										$ 5,000
Payments for fees									$ 136,166	$ 50,000
Percentage of commission for consulting										1.50%
Percentage of outstanding shares for consulting service										2.00%
Vendors [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock Issued During Period, Shares, Issued for Services						425,000
Convertible Series Seed Preferred Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Conversion of Stock, Shares Converted						115,477
Series A Preferred Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Share based compensation arrangement by share based payment award non option equity instruments common stock warrant				144,890
Series A Preferred Stock [Member] \| Warrant Three [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Exercise price											$ 9.44
Common Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of shares issued in transaction					1,098,667	1,098,667
Stock Issued During Period, Shares, Conversion of Units						1,649,900
Exercise price					$ 6.00
Proceeds from issuance of common stock					$ 6,592,002
Stock issued during period shares new issues	75,000				164,801									75,000
Final amount	$ 200,250													$ 75
Share based compensation arrangement by share based payment award non option equity instruments converted prefunded warrants				289,779											289,779
Common Stock [Member] \| Warrant Two [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of warrants												40,000
Common Stock [Member] \| Brian Hannasch [Member] \| Warrant One [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Final amount													$ 375,000
Share price													$ 4.38
Interest rate													150.00%
Exercise price													$ 70.03
Number of warrants													12,852
Common Stock [Member] \| Consulting Agreement [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Operating Expenses														$ 50,062
Prepaid expense														$ 150,188
Warrant [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Conversion of Stock, Shares Issued						127,780
Share price												$ 2.61
Number of shares, conversion of convertible securities		39,924

Schedule of Maturities Operating Lease Liabilities (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Leases
2024	$ 57,737
2025	111,472
2026	114,702
2027	86,856
2028	89,027
Thereafter	38,025
Total lease payments	497,819
Less: imputed interest	147,594
Total present value of lease payments	$ 350,225	$ 76,198

Related Party Transactions

3 Months Ended

Mar. 31, 2024

Related Party Transactions

3. Related Party Transactions

The Company has two demand notes receivable from shareholders related to the sale of common stock on January 1, 2016. Both notes’ initial balances were $506,400, with interest calculated monthly based on applicable federal rates. No payments have been received on the notes. Since repayment is not assured, the Company provided an allowance for the entire balance of principal and interest as of December 31, 2019. The current allowance is $1,166,069 as of March 31, 2024. The current loan balances are as follows:

Schedule of Related Party Transactions

	Loan			Interest			Interest
	Receivable			Receivable			Income
March 31, 2024
Shareholder 1	$	506,400		$	76,882		$	5,944
Shareholder 2		506,400			76,747			5,944
		1,012,800			153,629			11,888
Allowance for Collection Risk		(1,012,800	)		(153,629	)		(11,888	)
Net Balance	$	—		$	—		$	—

	Loan			Interest			Interest
	Receivable			Receivable			Income
December 31, 2023
Shareholder 1	$	506,400		$	70,938		$	23,867
Shareholder 2		506,400			70,803			23,867
		1,012,800			141,741			47,734
Allowance for Collection Risk		(1,012,800	)		(141,741	)		(47,734	)
Net Balance	$	—		$	—		$	—

Mr. Bradley Mitch Watkins, Director, provided certain sales, marketing and commercialization consulting services to the Company prior to his appointment to the Board of Directors. For the three months ended March 31, 2024 and 2023, the Company paid Mr. Watkins $0 and $564, respectively, for these services. No amounts were owed to Mr. Watkins as of March 31, 2024 and December 31, 2023, respectively, for these services.

The Company’s former Chief Financial Officer is contracted for services through a third-party public accounting firm. He is the firm’s managing partner and majority shareholder. The firm is engaged by the Company to provide accounting and tax services on a continuous basis. Fees paid for services were $62,987 and $17,551 for the three months ended March 31, 2024 and 2023, respectively. The Company owed RBSK for open invoices of $68,899 and $84,279 that are included in accounts payable as of March 31, 2024 and December 31, 2023, respectively.

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.

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
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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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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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Commitments and Contingencies Disclosure [Abstract]

Basis of Presentation, Organization and Other Matters (Details Narrative) - USD ($)			3 Months Ended	12 Months Ended
	Aug. 09, 2023	Aug. 08, 2023	Mar. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Common stock, shares authorized			100,000,000	100,000,000	100,000,000
Common stock, par value			$ 0.001	$ 0.001
Preferred stock, shares authorized			1,120,000		1,120,000
Preferred stock, par value			$ 0.001
Alexander Capital LP [Member] \| IPO [Member]
Deferred offering costs	$ 736,736
Common Stock [Member]
Sale of Stock, Number of Shares Issued in Transaction	1,098,667	1,098,667
Shares Issued, Price Per Share	$ 6.00
Proceeds from Issuance of Common Stock	$ 6,592,002
Deferred offering costs	$ 736,736
Purchase of additional stock on number of options not exercised	164,801
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Granted			46,260	813,928
Common Stock [Member] \| Alexander Capital LP [Member] \| IPO [Member]
Sale of Stock, Number of Shares Issued in Transaction	1,098,667
Shares Issued, Price Per Share	$ 6.00
Proceeds from Issuance of Common Stock	$ 6,592,002
Deferred offering costs	$ 4,110,721
Underwriters discount percentage	7.00%
Nonaccountable expense allowance percentage	1.00%
Cash fee percentage	8.00%
Proceeds from Issuance Initial Public Offering	$ 527,000
Reimbursement expenses	$ 175,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Granted	65,921
Sale of Stock, Percentage of Ownership after Transaction	6.00%
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 7.20
Offering price per percentage	120.00%
License fees	$ 250,000
Convertible Series A Preferred stock [Member]
Preferred stock, shares authorized			1,000,000	1,000,000	1,000,000
Preferred stock, par value			$ 0.001	$ 0.001
Convertible Series Seed Preferred Stock [Member]
Preferred stock, shares authorized			120,000	120,000	120,000
Preferred stock, par value			$ 0.001	$ 0.001

Derivative Liabilities

3 Months Ended

Mar. 31, 2024

Derivative Liabilities

Derivative Liabilities

11. Derivative Liabilities

The Company accounts for derivative financial instruments as either equity or liabilities in accordance with ASC Topic 815, Derivatives and Hedging, or ASC 815, based on the characteristics and provisions of each instrument. Embedded derivatives are required to be bifurcated from the host instruments and recorded at fair value if the derivatives are not clearly and closely related to the host instruments on the date of issuance. Derivative instrument liabilities are classified in the balance sheets as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date.

The Company has identified derivative instruments arising from the conversion shares from convertible notes in Note 4 as of March 31, 2024 and December 31, 2023.

The Company utilizes a Monte Carlo simulation model for commitment shares that have an option to convert at a variable number of shares to compute the fair value of the derivative and to mark to market the fair value of the derivative at each balance sheet date. The inputs utilized in the application of the Monte Carlo model included a starting stock price of $9.20 per share, an expected remaining term of each warrant as of the valuation date, estimated volatility of 80%, drift, and a risk-free rate ranging from 3.46% to 5.47%.

Risk-free interest rate: The Company uses the risk-free interest rate of a U.S. Treasury Note adjusted to be on a continuous return basis to align with the Black-Scholes option-pricing model.

Dividend yield: The Company uses a 0% expected dividend yield as the Company has not paid dividends to date and does not anticipate declaring dividends in the near future.

Volatility: The Company calculates the expected volatility based on comparable company’s historical stock prices with a look back period commensurate with the period to maturity.

Expected term: The Company’s remaining term is based on the remaining contractual maturity of the warrants.

The following are the changes in the derivative liabilities during the year ended December 31, 2023.

	Level 1		Level 2		Level 3
Derivative liabilities as of January 1, 2023	$	—	$	—	$	1,735,700
Addition		—		—		2,375,378
Changes in fair value of derivative liabilities		—		—		(198,551	)
Extinguishment of derivative liabilities		—		—		(3,912,527	)
Derivative liabilities as of December 31, 2023	$	—	$	—	$	—

There was no derivative liability activity for the three months ended March 31, 2024.

Condensed Balance Sheets - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Current Assets:
Cash and cash equivalents	$ 81,752	$ 78,560
Accounts receivable, net	90,534	73,167
Inventories	20,194	21,220
Prepaids and other current assets	215,354	69,663
Total current assets	407,834	242,610
Property and Equipment, at cost:	451,347	436,626
Less - accumulated depreciation	(356,190)	(348,074)
Property and equipment, net	95,157	88,552
Other Assets:
Operating lease right of use asset, net	337,286	70,263
Intangible assets, net	105,452	108,073
Total Assets	945,729	509,498
Current Liabilities:
Accounts payable	1,237,040	1,204,219
Accrued expenses	816,480	401,088
Current portion of operating lease payable	35,753	49,127
Notes payable	96,456	148,062
Notes payable - convertible notes, net of unamortized financing fees $235,281 and $0 as of March 31, 2024 and December 31, 2023, respectively	1,299,719
Customer deposits	85,754	74,947
Share liability	227,000
Warrant liabilities	17,509	8,225
Total current liabilities	3,815,711	1,885,668
Non-current Liabilities:
Operating lease payable, net of current portion	314,472	27,071
Total non-current liabilities	314,472	27,071
Total liabilities	4,130,183	1,912,739
Commitments and contingencies (see note 12)
Stockholders’ Deficit
Common stock, $0.001 par value; 100,000,000 shares authorized; 6,594,897 and 6,508,897 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively	6,595	6,509
Additional paid in capital	47,487,713	47,148,361
Accumulated deficit	(50,678,762)	(48,558,111)
Total Stockholders’ Deficit	(3,184,454)	(1,403,241)
Total Liabilities and Stockholders’ Deficit	945,729	509,498
Convertible Series A Preferred stock [Member]
Stockholders’ Deficit
Preferred stock, value
Convertible Series Seed Preferred Stock [Member]
Stockholders’ Deficit
Preferred stock, value

Commitments and Contingencies

3 Months Ended

Mar. 31, 2024

Commitments and Contingencies

12. Commitments and Contingencies

Manufacturing Services Agreement

On August 21, 2020, the Company entered into a Manufacturing Services Agreement (MSA) for the manufacture and supply of the Company’s IB-STIM device based upon the Company’s product specifications as set forth in the MSA. This agreement terminated any prior manufacturing agreements.

The Company provides the necessary equipment to the manufacturer and retains ownership. The manufacturer bears the risk of loss of and damage to the equipment and consigned materials. Performance under the MSA is initiated by orders issued by the Company and accepted by the manufacturer.

The term of the MSA is 24 months and shall automatically renew for renewal terms of twelve months unless either party provides a written termination notice to the other party within 180 days prior to the end of the then-current term.

Trademark Agreement

The Company entered into an agreement for a trademark related to the Company’s name on July 11, 2022. The agreement called for an initial payment of $10,000 upon execution of the agreement. A second and final payment of $40,000 was contingent upon the completion of the Company’s planned initial public offering. The second payment has been accrued and is recorded in accounts payable and intangible assets on the balance sheet. The trademark does not have a determinate life and therefore the cost is not being amortized.

Advisory Agreement

On March 18, 2024, the Company terminated its private placement services agreement and entered into an advisory agreement for debt, equity and public securities market services for one year. The advisory agreement includes a monthly fee of $30,000 and 7,563 common stock warrants to be issued monthly at an exercise price of $2.38 with a term of five years.

Executive Employment Agreements

The Company, as authorized by the board of directors, entered into employment agreements with nine key employees to provide incentives to improve shareholder value and to contribute to the growth and financial success of the Company. The agreements had an employment start date of October 1, 2022, with initial terms from 2 to 5 years and optional one-year renewals.

The total base salaries for the nine key employees in the agreements are $1,920,000 per year with various provisions for annual increases. In addition to base salaries, eight of the employees have a provision for a special one-time incentive payment to be paid in a lump sum after the start date. The total amount of these special incentive payments is $1,100,000. The special incentive payment amount includes any accrued backpay wages for the employee. That amount for backpay was $417,390 and was paid in 2023.

There are seven key employees that have stock options of the Company totaling 1,238,712 shares. These key employees have a provision in their agreements whereas the Company will pay a special bonus equal to the aggregate of the strike price or exercise price of all their stock options plus a tax gross-up payment. The special bonus shall be paid in twenty percent (20%) installments starting January 2, 2024, and the same date each of the next four years. As a condition of the payment, the key employee must exercise at least 20% of their stated number of stock options. There are additional provisions to cover termination and change of control events.

In April 2023, the Company amended the employee agreements to, among other things, clarify that the special one-time incentive payment and the deferred bonus are contingent upon the effective date of the planned initial public offering. The amendment also sets forth a process for executives to exercise the stock options in accordance with the terms of the stock option agreement in effect as of the date of the employment agreement and to clarify that there is no modification to the stock option agreements.

The Company has recorded the backpay portion of the incentive bonus noted above. The balance of the incentive bonuses of $694,056 and the special options bonuses of $14,821,830 were contingent upon a successful initial public offering. The incentive bonuses have been paid in full while the special options bonuses will be recorded when paid.

Litigation

From time to time in the normal course of our business operations, we may become subject to litigation that may result in liability material to our financial condition as a whole or may negatively affect our operating results if changes to our business operations are required. The cost to defend such litigation may be significant and may require a significant diversion of our resources, and there is no guarantee that we will be able to successfully defend against any such litigation regardless of particular merits. There also may be adverse publicity associated with litigation that could negatively affect customer perception of our business, regardless of whether the allegations are valid or whether we are ultimately found liable. Insurance may not be available on favorable terms, at all, or in sufficient amounts to cover any liabilities with respect to these or other matters. A judgment or other liability in excess of our insurance coverage for any claims could adversely affect our business, financial condition and the results of our operations.

On February 6, 2019, plaintiff Ritu Bharnbhani, M.D., initiated a lawsuit against Innovative Health Solutions, Inc. and others in the United States District Court for the District of Maryland. Plaintiffs Bhambhani and Sudhir Rao subsequently amended the complaint, with the Third Amended Complaint (“Complaint”) containing the most recent set of allegations. The Complaint asserted claims under the RICO Act, as well as of fraudulent misrepresentation, intentional misrepresentation by concealment, and civil conspiracy and sought compensatory damages in excess of $5 million, pre-judgment interest, punitive damages, attorney’s fees, court costs and designation of the case as a class action. The Complaint states that the Company, distributors of the Company’s product, and medical billing and coding consultants allegedly made misrepresentations to the plaintiffs that the Company’s NeuroStim device and related procedures could be billed to, and reimbursed by, Medicare and other insurance payors as a surgically implantable neurostimulator. Plaintiffs claim to have suffered damages when Medicare administrative contractors declined to pay plaintiffs for their use of the device.

On February 11, 2022, the Company filed a motion for summary judgment based upon the plaintiffs not being proper parties to assert claims against the Company. On June 14, 2022, the Court granted the Company’s motion for summary judgment and dismissed the Complaint.

On July 14, 2022, plaintiffs Ritu Bhambhani and Sudhir Rao filed a notice of appeal with the Fourth Circuit Court of Appeals. The Company filed a motion to dismiss. On January 4, 2023, the Court issued an order that stated it was deferring a ruling on the motion to dismiss the appeal and that it would address those arguments at the same time that it addressed the substantive merits of the case. As of May 5, 2023, the parties have submitted their appellate briefs to the Fourth Circuit. No date has been set for either oral argument or for issuance of a decision by the court. While it is too early to predict the ultimate outcome of this matter, we continue to believe we have meritorious defenses, that the dismissal of the Complaint should be upheld, and intend to continue to defend this matter vigorously.

On July 14, 2022, plaintiffs Ritu Bhambhani, LLC; Box Hill Surgery Center, LLC; Pain and Spine Specialists of Maryland, LLC; and SimCare ASC, LLC initiated a lawsuit against the Company and others in the United States District Court for the District of Maryland. The plaintiffs in this lawsuit are business entities owned or partially owned by the plaintiffs that initiated the litigation described above. The Complaint asserted claims under the RICO Act, as well as fraudulent misrepresentation, intentional misrepresentation by concealment, and civil conspiracy and seeks compensatory damages in excess of $75,000, pre-judgment interest, punitive damages, attorney’s fees, and court costs. The Complaint states that the Company, distributors of the Company’s product, and medical billing and coding consultants allegedly made misrepresentations to the plaintiffs that the Company’s NeuroStim device and related procedures could be billed to, and reimbursed by, Medicare and other insurance payors as a surgically implantable neurostimulator. Plaintiffs claim to have suffered damages when Medicare administrative contractors declined to pay plaintiffs for their use of the device.

On September 28, 2022, the Company filed a motion to dismiss all claims. On May 25, 2023, the Court issued an Order and a Memorandum Opinion which dismissed the plaintiff’s claims related to the RICO Act. The remaining claims are still pending, and no trial date has been set for the case.

The Court has vacated its Scheduling Order at the parties’ request so that the parties could try to resolve the disputes in both cases through an independent third-party mediator. No mediation date has been set. While it is too early to predict the ultimate outcome of this matter, we believe the Company has meritorious defenses and intends to defend this matter vigorously.

Condensed Statements of Stockholders' Deficit (Unaudited) - USD ($)	Preferred Stock [Member] Convertible Series A Preferred stock [Member]	Preferred Stock [Member] Convertible Series Seed Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Dec. 31, 2022	$ 507	$ 115	$ 1,963	$ 28,355,230	$ (33,931,428)	$ (5,573,613)
Beginning balance, shares at Dec. 31, 2022	506,637	115,477	1,963,322
Net loss					(2,173,410)	(2,173,410)
Ending balance, value at Mar. 31, 2023	$ 507	$ 115	$ 1,963	28,355,230	(36,104,838)	(7,747,023)
Ending balance, shares at Mar. 31, 2023	506,637	115,477	1,963,322
Beginning balance, value at Dec. 31, 2023			$ 6,509	47,148,361	(48,558,111)	(1,403,241)
Beginning balance, shares at Dec. 31, 2023			6,508,897
Net loss					(2,120,651)	(2,120,651)
Warrants exercised			$ 11	26,169		26,180
Warrants exercised, shares			11,000
Additional paid in capital from warrants issued under consulting agreement				15,543		15,543
Additional paid in capital from warrants issued as debt discount				97,465		97,465
Common stock issued from agreements			$ 75	200,175		200,250
Common stock issued from agreements, shares			75,000
Ending balance, value at Mar. 31, 2024			$ 6,595	$ 47,487,713	$ (50,678,762)	$ (3,184,454)
Ending balance, shares at Mar. 31, 2024			6,594,897

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

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Equity impact of the value of new stock issued during the period. Includes shares issued in an initial public offering or a secondary public offering.

+ References + Details

Amount of equity (deficit) attributable to parent. Excludes temporary equity and equity attributable to noncontrolling interest.

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Schedule of Changes in Warrant Liabilities

Cover - shares	3 Months Ended
Cover - shares	Mar. 31, 2024	May 17, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2024
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--12-31
Entity File Number	001-41775
Entity Registrant Name	NEURAXIS, INC.
Entity Central Index Key	0001933567
Entity Tax Identification Number	45-5079684
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	11550 N. Meridian Street
Entity Address, Address Line Two	Suite 325
Entity Address, City or Town	Carmel
Entity Address, State or Province	IN
Entity Address, Postal Zip Code	46032
City Area Code	(812)
Local Phone Number	689-0791
Title of 12(b) Security	Common Stock
Trading Symbol	NRXS
Security Exchange Name	NYSEAMER
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	true
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		6,647,960

Warrant Liabilities (Details Narrative)	Mar. 31, 2024 $ / shares
Measurement Input, Share Price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input	9.20
Measurement Input, Price Volatility [Member] \| Minimum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input	68
Measurement Input, Price Volatility [Member] \| Maximum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input	80
Measurement Input, Risk Free Interest Rate [Member] \| Minimum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input	4.00
Measurement Input, Risk Free Interest Rate [Member] \| Maximum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input	4.22
Measurement Input, Expected Dividend Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input	0

Warrant Liabilities (Tables)

3 Months Ended

Mar. 31, 2024

Warrant Liabilities

The following are the changes in the warrant liabilities during the periods ended March 31, 2024 and December 31, 2023.

	Level 1		Level 2		Level 3
Warrant liabilities as of January 1, 2023	$	—	$	—	$	2,234,384
Addition		—		—		2,446,502
Changes in fair value of warrant liabilities		—		—		(844,854	)
Reclassify to equity		—		—		(3,827,807	)
Warrant liabilities as of December 31, 2023		—		—		8,225
Changes in fair value of warrant liabilities		—		—		9,284
Warrant liabilities as of March 31, 2024	$	—	$	—	$	17,509

Subsequent Events (Details Narrative) - USD ($)				3 Months Ended
Subsequent Events (Details Narrative) - USD ($)	Apr. 04, 2024	Jan. 02, 2024	Aug. 09, 2023	Mar. 31, 2024	Apr. 10, 2024
Common Stock [Member]
Subsequent Event [Line Items]
Common stock issued from agreements, shares		75,000	164,801	75,000
Subsequent Event [Member] \| October 2024 [Member] \| Chief Operating Officer [Member]
Subsequent Event [Line Items]
Payments based on annual salary					$ 275,000
Subsequent Event [Member] \| Common Stock [Member]
Subsequent Event [Line Items]
Common stock issued from agreements, shares	53,063

Schedule of Changes in Warrant Liabilities (Details) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Platform Operator, Crypto Asset [Line Items]
Changes in fair value of warrant liabilities	$ 9,284	$ (234,807)
Fair Value, Inputs, Level 1 [Member]
Platform Operator, Crypto Asset [Line Items]
Warrant liabilities, Beginning balance
Addition
Changes in fair value of warrant liabilities
Reclassified to equity
Warrant liabilities, Ending balance
Fair Value, Inputs, Level 2 [Member]
Platform Operator, Crypto Asset [Line Items]
Warrant liabilities, Beginning balance
Addition
Changes in fair value of warrant liabilities
Reclassified to equity
Warrant liabilities, Ending balance
Fair Value, Inputs, Level 3 [Member]
Platform Operator, Crypto Asset [Line Items]
Warrant liabilities, Beginning balance	8,225	$ 2,234,384	2,234,384
Addition			2,446,502
Changes in fair value of warrant liabilities	9,284		(844,854)
Reclassified to equity			(3,827,807)
Warrant liabilities, Ending balance	$ 17,509		$ 8,225

Warrant Liabilities

3 Months Ended

Mar. 31, 2024

Warrant Liabilities

Warrant Liabilities

10. Warrant Liabilities

Management evaluates all of the Company’s financial instruments and contracts, including issued warrants to purchase its Class A common stock and Series B Preferred Stock, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period.

The Company utilizes a Monte Carlo simulation model for warrants that have an option to convert at a variable number of shares to compute the fair value of the derivative and to mark to market the fair value of the derivative at each balance sheet date. The inputs utilized in the application of the Monte Carlo model included a starting stock price, an expected remaining term of each warrant as of the valuation date, estimated volatility, drift, and a risk-free rate. The Company records the change in the fair value of the derivative as other income or expense in the statements of operations.

The Company utilizes a Monte Carlo simulation model for warrants that have an option to convert at a variable number of shares to compute the fair value of the derivative and to mark to market the fair value of the derivative at each balance sheet date. The inputs utilized in the application of the Monte Carlo model included a starting stock price of $9.20 per share, an expected remaining term of each warrant as of the valuation date, estimated volatility ranging from 68% to 80%, drift, and a risk-free rate ranging from 4.00% to 4.22%.

Risk-free interest rate: The Company uses the risk-free interest rate of a U.S. Treasury Note adjusted to be on a continuous return basis to align with the Black-Scholes option-pricing model.

Dividend yield: The Company uses a 0% expected dividend yield as the Company has not paid dividends to date and does not anticipate declaring dividends in the near future.

Volatility: The Company calculates the expected volatility based on comparable company’s historical stock prices with a look back period commensurate with the period to maturity.

Expected term: The Company’s remaining term is based on the remaining contractual maturity of the warrants.

The following are the changes in the warrant liabilities during the periods ended March 31, 2024 and December 31, 2023.

	Level 1		Level 2		Level 3
Warrant liabilities as of January 1, 2023	$	—	$	—	$	2,234,384
Addition		—		—		2,446,502
Changes in fair value of warrant liabilities		—		—		(844,854	)
Reclassify to equity		—		—		(3,827,807	)
Warrant liabilities as of December 31, 2023		—		—		8,225
Changes in fair value of warrant liabilities		—		—		9,284
Warrant liabilities as of March 31, 2024	$	—	$	—	$	17,509

Summary of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2024

Schedule of Dilutive Common Stock Equivalents

The Company had the following potentially dilutive common stock equivalents at March 31, 2024 and 2023:



	2024		2023

Convertible Series A Preferred Stock		—		1,013,270
Convertible Series Seed Preferred Stock		—		230,954
Options		1,319,394		1,319,394
Pre-Funded Warrants for Convertible Series A Preferred Stock		—		289,779
Pre-Funded Warrants for Convertible Series A Preferred Stock		—		289,779
Warrants		1,857,618		954,044
Convertible Bridge Debt		—		717,432
Totals		3,177,012		4,524,873

Schedule of Related Party Transactions (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Related Party Transaction [Line Items]
Allowance for collection risk, interest receivable	$ 1,166,069
Shareholder 1 [Member]
Related Party Transaction [Line Items]
Loan Receivable	506,400	$ 506,400
Interest Receivable	76,882	70,938
Interest Income	5,944	23,867
Shareholder 2 [Member]
Related Party Transaction [Line Items]
Loan Receivable	506,400	506,400
Interest Receivable	76,747	70,803
Interest Income	5,944	23,867
Related Party [Member]
Related Party Transaction [Line Items]
Loan Receivable	1,012,800	1,012,800
Interest Receivable	153,629	141,741
Interest Income	11,888	47,734
Allowance for collection risk, loan receivable	(1,012,800)	(1,012,800)
Allowance for collection risk, interest receivable	(153,629)	(141,741)
Allowance for collection risk, interest income	(11,888)	(47,734)
Loan Receivable
Interest Receivable
Interest Income

Stock Options and Awards (Tables)

3 Months Ended

Mar. 31, 2024

Share-Based Payment Arrangement [Abstract]

Schedule of Stock Option Activity

The following is a summary of stock option activity for the periods ended March 31, 2024 and December 31, 2023:

Schedule of Stock Option Activity

			Weighted
			Avg.
	Number of		Remaining Contractual Life		Weighted Avg. Exercise		Aggregate Intrinsic
	Options		(in years)		Price		Value
Outstanding as of January 1, 2023		1,319,394		6.69	$	6.94	$	—
Granted		—		—		—		—
Forfeited		—		—		—		—
Cancelled/Expired		—		—		—		—
Exercised		—		—		—		—
Outstanding as of December 31, 2023		1,319,394		5.69	$	6.94	$	—
Granted		—		—		—		—
Forfeited		—		—		—		—
Cancelled/Expired		—		—		—		—
Exercised		—		—		—		—
Outstanding as of March 31, 2024		1,319,394		5.45	$	6.94	$	—
Vested and Exercisable as of March 31, 2024		1,319,394		5.45	$	6.94	$	—

Share Liability

3 Months Ended

Mar. 31, 2024

Share Liability

Share Liability

9. Share Liability

As of March 31, 2024, the Company had not issued 100,000 shares of its common stock pursuant to a hiring grant of an executive officer, representing stock compensation expense of $237,000 in the three months ended March 31, 2024, due to administrative delays. These shares are classified as share liabilities as they have been authorized but not yet issued as of the reporting date.

The Company expects to issue these shares to the respective shareholder as soon as the administrative delays are resolved. These shares will be recorded as issued and outstanding upon their issuance, and the corresponding share liability will be reclassified to shareholders’ equity. The administrative delays are not expected to have any material impact on the financial position or results of operations of the Company.

Management’s best estimate is that the administrative delays will be resolved within the next fiscal quarter, at which point the share liabilities will be eliminated, and the shares will be issued. However, the timing of resolution is subject to various factors, and actual timing may vary.

Schedule of Operating Leases (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Leases
Operating lease right-of-use assets	$ 337,286	$ 70,263
Other current liabilities	35,753	49,127
Operating lease liabilities	314,472	27,071
Total	$ 350,225	$ 76,198
Weighted average remaining lease term (in years)	4 years 8 months 19 days	3 years 9 months
Weighted average discount rate	15.00%	15.00%

Condensed Balance Sheets (Parenthetical) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Convertible notes, net of unamortized financing fees	$ 235,281	$ 0
Preferred stock, par value	$ 0.001
Preferred stock, shares authorized	1,120,000
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	6,594,897	6,508,897
Common stock, shares outstanding	6,594,897	6,508,897
Convertible Series A Preferred stock [Member]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Convertible Series Seed Preferred Stock [Member]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	120,000	120,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0

Pay vs Performance Disclosure - USD ($)	3 Months Ended
Pay vs Performance Disclosure - USD ($)	Mar. 31, 2024	Mar. 31, 2023
Pay vs Performance Disclosure [Table]
Net Income (Loss)	$ (2,120,651)	$ (2,173,410)

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