Form 10-Q - Quarterly report [Sections 13 or 15(d)]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2024


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________ to _______________

Commission File Number: 001-39951

Peak Bio, Inc.

(Exact Name of Registrant as Specified in its Charter)


Delaware	85-2448157
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
4900 Hopyard Road., Suite 100 Pleasanton, CA	94588
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (925) 463-4800

Securities registered pursuant to Section 12(b) of the Act:

    Title of each class

    Trading
Symbol(s)

    Name of each exchange on which registered

    Common Stock, par value $0.0001 per share

    PKBO

    OTC Pink

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☐ No ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of August 23, 2024, the registrant had 23,124,888 shares of common stock, $0.0001 par value per share, outstanding.

Table of Contents


		Page

PART I.	FINANCIAL INFORMATION

Item 1.	Condensed Consolidated Financial Statements (Unaudited)	3
	Condensed Consolidated Balance Sheets	3
	Condensed Consolidated Statements of Operations and Comprehensive Loss	4
	Condensed Consolidated Statements of Deficit	5
	Condensed Consolidated Statements of Cash Flows	6
	Notes to Condensed Consolidated Financial Statements (Unaudited)	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	41
Item 4.	Controls and Procedures	41

PART II.	OTHER INFORMATION

Item 1.	Legal Proceedings	42
Item 1A.	Risk Factors	42
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	42
Item 3.	Defaults Upon Senior Securities	42
Item 4.	Mine Safety Disclosures	42
Item 5.	Other Information	42
Item 6.	Exhibits	42
Signatures		43

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

PEAK BIO, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS


	June 30			December 31
	2024			2023
	(Unaudited)
Assets
Current assets
Cash	$	235,774		$	381,649
Prepaid expenses and other current assets		1,095,939			1,992,458
Total current assets		1,331,713			2,374,107
Property and equipment, net		31,807			153,108
Restricted cash		60,000			60,000
Other noncurrent assets		11,136			9,200
Total assets	$	1,434,656		$	2,596,415
Liabilities and deficit
Current liabilities
Accounts payable	$	5,471,565		$	5,862,435
Accrued expenses		4,402,454			3,576,768
Operating lease liability		4,603,516			4,439,235
Insurance financing note		—			631,993
Derivative liability		1,853,694			361,704
Promissory note		350,000			350,000
Convertible notes		3,932,130			2,872,131
Convertible notes, related party		1,760,629			1,527,078
Related party loans		1,651,370			901,370
Total current liabilities		24,025,358			20,522,714
Other noncurrent liabilities		—			230,650
Total liabilities		24,025,358			20,753,364
Commitments and contingencies (Note 8)
Stockholders' Deficit
Preferred stock, $0.0001 par value; 10,000,000 shares authorized; none issued and outstanding		—			—
Common stock, par value of $0.0001 per share; 60,000,000 shares authorized; 23,124,888 shares issued and outstanding as of June 30, 2024 and December 31, 2023		2,312			2,312
Additional paid-in capital		19,949,103			19,918,594
Accumulated deficit		(42,684,051	)		(38,171,483	)
Accumulated other comprehensive income		141,934			93,628
Total stockholders' deficit		(22,590,702	)		(18,156,949	)
Total liabilities and stockholders' deficit	$	1,434,656		$	2,596,415

See accompanying notes to the unaudited condensed consolidated financial statements.

PEAK BIO, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Unaudited)


	For the Three Months Ended, June 30						For the Six Months Ended, June 30
	2024			2023			2024			2023
Revenue
Grant revenue	$	—		$	—		$	—		$	13,854
Total revenue		—			—			—			13,854
Operating expenses
Research and development		108,643			371,154			178,912			1,084,260
General and administrative		1,281,985			2,299,058			3,416,544			5,303,880
Impairment loss on operating right-of-use asset		—			—			—			3,513,999
Total operating expenses		1,390,628			2,670,212			3,595,456			9,902,139
Operating loss		(1,390,628	)		(2,670,212	)		(3,595,456	)		(9,888,285	)
Other income (expense)
Interest income		1			20			3			26
Interest expense		(448,962	)		(998,548	)		(772,102	)		(1,059,934	)
Change in fair value of warrant liability		—			(712,857	)		—			(187,857	)
Change in fair value of derivative liability		(238,289	)		(548,233	)		(352,998	)		(560,233	)
Other (expense) income		11			(29	)		18			(409	)
Cancellation of trade liability		—			—			207,967			—
Loss on extinguishment of debt		—			(1,014,368	)		—			(1,014,368	)
Total other income (expense), net		(687,239	)		(3,274,015	)		(917,112	)		(2,822,775	)
Net loss	$	(2,077,867	)	$	(5,944,227	)	$	(4,512,568	)	$	(12,711,060	)
Other comprehensive income (loss):
Foreign currency translation		15,720			10,366			48,305			81,942
Total comprehensive loss	$	(2,062,147	)	$	(5,933,861	)	$	(4,464,263	)	$	(12,629,118	)
Basic and diluted weighted average shares outstanding		23,124,888			20,254,118			23,124,888			20,047,100
Basic and diluted net loss per share	$	(0.09	)	$	(0.29	)	$	(0.20	)	$	(0.63	)

See accompanying notes to the unaudited condensed consolidated financial statements.

PEAK BIO, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT

(Unaudited)


	Common Stock
	Shares		Amount		Additional Paid-In Capital		Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit			Total Stockholders' Deficit
Balance, December 31, 2022		19,782,747	$	1,978	$	17,219,593	$	29,518	$	(25,345,566	)	$	(8,094,477	)
Issuance of common stock under White Lion Purchase Agreement as a financing fee		412,763		41		249,959		—		—			250,000
Share-based compensation		—		—		165,007		—		—			165,007
Foreign currency translation		—		—		—		71,576		—			71,576
Net loss		—		—		—		—		(6,766,834	)		(6,766,834	)
Balance, March 31, 2023		20,195,510	$	2,019	$	17,634,559	$	101,094	$	(32,112,400	)	$	(14,374,728	)
Issuance of common stock upon exercise of April 2023 Convertible Note Warrants		666,667		67		644,194		—		—			644,261
Capital Contribution from the Extinguishment of Ignyte Sponsor Promissory Note		—		—		211,643		—		—			211,643
Share-based compensation		—		—		133,437		—		—			133,437
Foreign currency translation		—		—		—		10,366		—			10,366
Net loss		—		—		—		—		(5,944,227	)		(5,944,227	)
Balance, June 30, 2023		20,862,177	$	2,086	$	18,623,833	$	111,460	$	(38,056,627	)	$	(19,319,248	)

Balance, December 31, 2023		23,124,888	$	2,312	$	19,918,594	$	93,628	$	(38,171,483	)	$	(18,156,949	)
Share-based compensation		—		—		30,509		—		—			30,509
Foreign currency translation		—		—		—		32,586		—			32,586
Net loss		—		—		—		—		(2,434,701	)		(2,434,701	)
Balance, March 31, 2024		23,124,888	$	2,312	$	19,949,103	$	126,214	$	(40,606,184	)	$	(20,528,555	)
Foreign currency translation		—		—		—		15,720		—			15,720
Net loss		—		—		—		—		(2,077,867	)		(2,077,867	)
Balance, June 30, 2024		23,124,888	$	2,312	$	19,949,103	$	141,934	$	(42,684,051	)	$	(22,590,702	)

See accompanying notes to the unaudited condensed consolidated financial statements.

PEAK BIO, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	For the Six Months Ended June 30,
	2024			2023
Cash flows from operating activities
Net loss	$	(4,512,568	)	$	(12,711,060	)
Adjustment to reconcile net loss to net cash used in operating activities
Share-based compensation		30,509			298,444
Depreciation		53,585			77,238
Accretion of discount on convertible notes payable		423,283			994,944
Change in fair value of warrant liability		—			187,857
Change in fair value of derivative liability		352,998			560,233
Loss on extinguishment of debt		—			1,014,368
Cancellation of trade liability		(207,967	)		—
Issuance of shares for financing fee		—			250,000
Impairment loss on operating right-of-use-asset		—			3,513,999
Loss on disposal of equipment		1,216			79,495
Amortization of right-of-use lease asset		—			167,073
Changes in operating assets and liabilities
Prepaid expenses and other current assets		895,591			1,262,146
Other noncurrent asset		(1,936	)		—
Accounts payable		(128,820	)		1,517,293
Accrued expenses and other current liabilities		837,409			647,879
Operating lease liability		164,281			26,734
Other noncurrent liabilities		(230,650	)		(560,150	)
Net cash used in operating activities		(2,323,069	)		(2,673,507	)
Cash flows from investing activities
Sale of property and equipment		66,500			—
Net cash used in investing activities		66,500			—
Cash flows from financing activities
Proceeds from exercise of warrants		—			400,000
Proceeds from issuance of April 2023 Convertible Notes, net of issuance costs		—			2,069,231
Proceeds from issuance of December 2023 Convertible Notes, net of issuance costs		674,160			—
Proceeds from issuance of May 2024 Convertible Notes, net of debt issuance costs		1,324,500			—
Repayment of Insurance Financing Note		(631,993	)		(691,182	)
Proceeds from Founder Loans		—			250,000
Proceeds from Secured Founder Loan		750,000			—
Net cash provided by financing activities		2,116,667			2,028,049
Net decrease in cash		(139,902	)		(645,458	)
Effect of exchange rate changes on cash		(5,973	)		25,236
Cash and restricted cash, beginning of year		441,649			894,591
Cash and restricted cash, end of year	$	295,774		$	274,369
Components of cash, cash equivalents and restricted cash
Cash		235,774			214,369
Restricted cash		60,000			60,000
Total cash, cash equivalents and restricted cash		295,774			274,369
Supplemental disclosures of non-cash financing activities:
Cash paid for interest	$	56,683		$	—
Cash paid for taxes	$	—		$	—
Non-cash investing and financing activities:
Exchange of April 2023 Convertible Note for December 2023 Convertible Note	$	250,600		$	—
Capital Contribution from Extinguishment of Ignyte Sponsor Promissory Note	$	—		$	211,643
Exchange of related party loans for convertible notes, related party	$	—		$	1,130,775
Fair value of warrants issued with convertible notes, related party	$	—		$	786,967
Fair value of warrants issued with convertible notes	$	—		$	1,615,194
Fair value of derivative issued with convertible notes	$	—		$	849,146
Fair value of warrants exercised and reclassified to additional paid in capital	$	—		$	244,261

See accompanying notes to the unaudited condensed consolidated financial statements.

PEAK BIO, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Description of the Business

Peak Bio, Inc., together with its fully-owned subsidiaries, Peak Bio Co. Ltd (“Peak Bio Ltd”) and Peak Bio CA, Inc. (the “Company” or “Peak Bio”), is a clinical-stage biotechnology company focused on discovering, developing and delivering innovative therapies for multiple therapeutic areas. The Company has established a portfolio of potential therapies focused on cancer and immunological diseases. The Company’s pipeline includes the PH-1 ADC Platform for oncology, PHP-303 program for genetic disease, liver disease and inflammation, specifically for Alpha-1 antitrypsin deficiency (AATD) and acute respiratory distress syndrome (ARDS) including COVID-19.

Akari Merger Agreement

On March 4, 2024, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Akari Therapeutics, Plc, a public company limited by shares incorporated in England and Wales (“Akari”), and Pegasus Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Akari (“Merger Sub”), pursuant to which, Merger Sub will be merged with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly-owned subsidiary of Akari.

Pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each issued and outstanding share of the Company’s Common Stock will be converted into the right to receive Akari American Depositary Shares (“Akari ADSs”) representing a number of Akari ordinary shares, par value $0.0001 per share (the “Akari Ordinary Shares”), equal to an exchange ratio calculated in accordance with the Merger Agreement (the “Exchange Ratio”), each such share duly and validly issued against the deposit of the requisite number of Akari Ordinary Shares in accordance with the Deposit Agreement (as defined in the Merger Agreement). The Exchange Ratio will be calculated such that the total number of shares of Akari ADSs to be issued as merger consideration for the Company’s Common Stock will be expected to be, upon issuance, approximately 50% of the outstanding shares of Akari ADSs (provided, certain adjustments to this ratio will be made in respect of the net cash, as determined in accordance with the Merger Agreement, of each of Peak Bio and Akari at the close of business one business day prior to the anticipated consummation of the Merger).

At the Effective Time, each warrant and option to purchase capital stock of the Company outstanding immediately prior to the Effective Time will be exchanged for a warrant or option to purchase a number of Akari ordinary shares or Akari ADSs, as determined by Akari, based on the Exchange Ratio.

Voting Agreements

Concurrently with the Merger Agreement, the Company and Akari entered into voting and support agreements (the “Voting Agreements”) with certain stockholders of the Company (the “Peak Stockholders”) and certain shareholders of Akari (the “Akari Shareholders” and, together with the Peak Stockholders, the “Supporting Holders”). The Supporting Holders have agreed to, among other things, vote their shares in favor of the Merger Agreement and the Merger or the issuance of Akari Ordinary Shares in connection therewith, as applicable, in accordance with the recommendation of the respective boards of directors of Peak Bio and Akari.

Risks and Uncertainties

The Company is subject to a number of risks similar to other companies in its industry, including competition from larger pharmaceutical and biotechnology companies, delays in research and development activities due to lack of financial resources and dependence on key personnel.

Results of operations may be adversely affected by various factors that could cause economic uncertainty and volatility in the financial markets, many of which are beyond the Company’s control. The Company’s business could be impacted by, among other things, downturns in the financial markets or in economic conditions, inflation, increases in interest rates, and geopolitical instability, such as the military conflicts in Ukraine and the Israel-Hamas war. While the Company has not been impacted by the abovementioned risks and uncertainties to date, the Company cannot at this time fully predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact the Company’s business.

Going Concern

The Company has incurred net losses since inception, and has an accumulated deficit of $42.6 million as of June 30, 2024. The Company incurred net losses of $4.5 million and $12.7 million for the six months ended June 30, 2024 and 2023, respectively. Since July 1, 2024, the Company raised aggregate gross proceeds of approximately $2 million from the continued issuance of the May 2024 Convertible Notes (see Note 14). The Company expects to incur significant expenses and operating losses for the foreseeable future as it continues its efforts to identify product candidates and seek regulatory approvals within its portfolio.

The Company will need additional financing to fund its ongoing activities and to close the Merger with Akari. The Company may raise this additional funding through the sale of equity, debt financing or other capital sources, including potential collaborations with other companies or other strategic transactions and funding under government contracts.

The Company may be unable to raise additional funds or enter into other arrangements when needed on favorable terms, or at all. There can be no assurances that other sources of financing will be available. Due to these uncertainties, there is substantial doubt about the Company’s ability to continue as a going concern. The accompanying unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The unaudited condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or classification of liabilities that might result from the outcome of the uncertainties discussed above.

On January 6, 2023, the Company received a determination letter (the “Determination Letter”) from the Panel to delist the Company’s common stock and warrants from Nasdaq. Nasdaq suspended trading in Company’s common stock and warrants effective at the open of business on January 10, 2023. Following the suspension from Nasdaq, the Company’s securities are trading on the OTC Markets’ “OTC Pink Market” tier, which in turn impacted the Company's ability to raise capital.

Summary of Significant Accounting Policies

For the six months ended June 30, 2024, there have been no changes to the significant accounting policies as disclosed in Note 2 to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Consolidated Financial Statements”).

Unaudited Financial Information

The Company’s unaudited condensed consolidated financial statements included herein have been prepared in conformity with accounting principles generally accepted in the United States of America, or GAAP, and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). All intercompany balances and transactions have been eliminated in consolidation.

In the Company’s opinion, the information furnished reflects all adjustments, all of which are of a normal and recurring nature, necessary for a fair presentation of the financial position and results of operations for the reported interim periods. The Company considers events or transactions that occur after the balance sheet date but before the financial statements are issued to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure.

The unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto for the year ended December 31, 2023 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on August 5, 2024 (the “2023 Form 10-K”).

The accompanying consolidated balance sheet as of December 31, 2023 has been derived from the audited balance sheet as of December 31, 2023 contained in the Company’s 2023 Form 10-K. Results of operations for interim periods are not necessarily indicative of the result of operations for a full year.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with 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 date of the unaudited condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Significant estimates include but are not limited to fair value of the Company’s stock, stock-based compensation expense, warrant liability, derivative liability, and discount rates used to establish operating lease liability. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ from those estimates.

Restricted Cash

Restricted cash as of June 30, 2024 and December 31, 2023 consists of $60,000 in a restricted bank account established to secure the Company’s credit cards.

Impairment of Long-lived Assets

Long-lived assets consist primarily of property and equipment, and operating right-of-use assets. The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset is not recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the asset exceeds the fair value of the assets. Fair value would be assessed using discounted cash flows or other appropriate measures of fair value. No impairment losses were recognized during the three and six months ended June 30, 2024. The Company recognized an impairment loss on its operating right-of-use assets, totaling $3,513,999 during the six months ended June 30, 2023 (see Note 7).

Net Loss Per Share

The Company computes basic net loss per share attributable to common stockholders by dividing net loss attributable to common stockholders by the weighted-average number of common shares outstanding for the period, without consideration for potentially dilutive securities.

The Company computes diluted net loss per share after giving consideration to all potentially dilutive common shares resulting from the exercise of options and warrants and the conversion of convertible notes, outstanding during the period determined using the treasury-stock and if-converted methods, as applicable, except where the effect of including such securities would be antidilutive.

The December 2023 Convertible Notes and the May 2024 Convertible Notes (see Note 10) are contingently convertible notes and are not included for purposes of calculating the number of diluted shares outstanding as the number of dilutive shares is based on a non-market based conversion contingency that had not been met in the reporting periods presented herein.

For all periods presented, there is no difference in the number of shares used to calculate basic and diluted shares outstanding as inclusion of the potentially dilutive securities would be antidilutive.

The following table sets forth the potentially dilutive securities that have been excluded from the calculation of diluted net loss per share because to include them would be anti-dilutive (in common stock equivalent shares):


	June 30,		December 31,
	2024		2023
Common stock options		1,363,108		1,698,754
Common stock warrants		9,419,352		9,419,352
April 2023 Convertible Notes convertible into common stock		5,249,020		5,493,515

Recently Adopted Accounting Standards

In November 2023, the FASB issued ASU 2023-07, Segment Reporting: Improvements to Reportable Segment Disclosures. This ASU modified the disclosure and presentation requirements primarily through

enhanced disclosures of significant segment expenses and clarified that single reportable segment entities must apply Topic 280 in its entirety. This guidance is effective for the Company for the year beginning January 1, 2024, with early adoption permitted. The amendments should be applied retrospectively to all prior periods presented in the financial statement. The Company adopted ASU 2023-07 on January 1, 2024 and the adoption did not have a material effect on the Company’s consolidated financial statements.

In August 2020, the FASB issued ASU 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies the accounting for convertible instruments by removing major separation models required under current U.S. GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for such exception and simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for public business entities that meet the definition of a SEC filer, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company adopted ASU 2020-06 on January 1, 2024 and the adoption did not have a material effect on the Company’s consolidated financial statements.

Recently Issued Accounting Standards Not Yet Adopted

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which includes amendments that further enhance income tax disclosures, primarily through standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. The amendments are effective for all public entities for fiscal years beginning after December 15, 2024. Early adoption is permitted and should be applied either prospectively or retrospectively. The Company plans to adopt ASU 2023-09 and related updates on January 1, 2025. The Company is currently evaluating the impact that the updated standard will have on its financial statement disclosures.

There were no other recently issued but not yet effective accounting pronouncements that will have a material effect on the accompanying unaudited condensed consolidated financial statements.

Prepaid and other current assets

Prepaid and other current assets consist of the following:


	June 30,		December 31,
	2024		2023
Prepaid directors and officers insurance current policies	$	489,093	$	1,222,734
Prepaid directors and officers insurance run-off policies		572,362		638,404
Other prepaid expenses		34,484		56,128
Other receivables		—		75,192
Prepaid and other current assets	$	1,095,939	$	1,992,458

Accrued Expenses

Accrued expenses consist of the following:


	June 30,		December 31,
	2024		2023
Professional Fees	$	66,982	$	43,552
Accrued compensation		3,840,473		3,322,454
Other		494,999		210,762
Total accrued expenses	$	4,402,454	$	3,576,768

As of June 30, 2024, $3,486,362 of compensation due to current and former directors and officers is included in accrued compensation. As of December 31, 2023, $3,038,399 of compensation was due to current and former directors and officers, of which $2,807,749 was included in accrued expenses and $230,650 was included in other noncurrent liabilities.

Other noncurrent liabilities of $230,650 as of December 31, 2023, are related to the founder and director's forwent salary under an employment contract dated January 2022, that is repayable through February 2025. Amounts repayable within one year are classified as accrued expenses and amounts repayable in more than one year are recognized as noncurrent liabilities. As of June 30, 2024, no amounts related to the January 2022 employment contract were included in noncurrent liabilities.

Share-Based Compensation

The Company’s Long Term Incentive Plan (the “Plan”) became effective on November 1, 2022. Pursuant to the Plan, 4,150,470 shares of Common Stock have been reserved for issuance under the Plan. Under the provisions of the Plan, the stock options shall be granted at an exercise price per share equal to at least the fair market value of the shares of common stock on the date of grant stock options and would generally have a term of 10 years. Stock options currently outstanding under the Plan generally vest on the second-year anniversary date of grant and exercisable at any time after the grant date.

The following table summarizes the stock option activity:


	Number of Options			Weighted-average exercise price per share		Weighted average remaining contractual term (in years)		Aggregate intrinsic value
Outstanding at December 31, 2023		1,698,754		$	5.28		1.9	$	—
Granted		—		$	—
Cancelled/Forfeited		(335,646	)	$	0.51
Exercised		—		$	—
Outstanding at June 30, 2024		1,363,108		$	6.46		1.9	$	—
Exercisable at June 30, 2024		1,363,108		$	6.46		1.9	$	—

In February 2023, the Company extended the term of 335,646 vested options to allow the exercise of these options for an additional one year period. As a result, the Company recorded an expense of $16,782 included in general and administrative expenses during the six months ended June 30, 2023. The fair value was determined using a Black-Scholes option pricing model with the following weighted average assumptions:


	Six Months Ended June 30,
		2023
Expected volatility			79.3	%
Risk-free interest rate			4.66	%
Expected term (in years)			1.0
Expected dividend yield			0	%

For the three months ended June 30, 2024 and 2023, the share-based compensation expense was $0 and $133,437, respectively. For the six months ended June 30, 2024 and 2023, the share-based compensation expense

was $30,509 and $298,444, respectively. As of June 30, 2024, there was no unrecognized compensation cost and all issued and outstanding stock options were exerciseable.

The following table summarizes information related to share-based compensation expense recognized in the unaudited condensed consolidated statements of operations and comprehensive loss related to the equity awards:


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Research and development	$	—	$	98,385	$	19,027	$	200,873
General and administrative		—		35,052		11,482		97,571
Total equity-based compensation	$	—	$	133,437	$	30,509	$	298,444

Related Party Transactions and Shared Service Costs

On March 1, 2022, the Company and pH Pharma Co., Ltd entered into an administrative services and facilities agreement whereby pH Pharma Co., Ltd would perform services, functions and responsibilities for the Company. Under the agreement, the Company paid pH Pharma Co., Ltd $100,000 per month through August 30, 2022 and $15,000 per month from September 1, 2022 through February 28, 2023 based on the estimated value of the services to be performed. Additionally, the Company reimbursed pH Pharma Co., Ltd $3,000 per month in lease payments from March 1, 2022 through February 28, 2023. At December 31, 2023, the balance payable to pH Pharma Co., Ltd under this agreement was $309,534, which was included in accounts payable in the consolidated balance sheet. On January 31, 2024, the Company and pH Pharma Co., Ltd entered into a settlement agreement, settled the outstanding debt for a one-time payment of $85,000, resulting in $207,967 recognized during three months ended March 31, 2024 in cancellation of trade liability, and terminated the administrative services and facilities agreement. The Company recognized $0 expenses under the administrative services and facilities agreement for the three months ended June 30, 2024 and 2023. The Company recognized $0 and $36,357 expenses under the administrative services and facilities agreement for the six months ended June 30, 2024 and 2023, respectively.

On April 1, 2024, the Company and pH Pharma Co., Ltd entered into an administrative services agreement whereby pH Pharma Co., Ltd will perform investor relations services, functions and responsibilities on behalf of the Company in the Republic of Korea. Under the agreement, the Company is obligated to pay pH Pharma Co., Ltd. a one-time fee of $230,000 for the services performed from January 1, 2024 through April 30, 2024 and a monthly fee of $10,000 per month for services rendered from May 1, 2024 through July 31, 2024. At June 30, 2024, the amounts accrued to pH Pharma Co., Ltd under this agreement totaled $15,489, included in accounts payable in the unaudited condensed consolidated balance sheets. The Company recognized $77,500 and $250,000 in expense under this administrative services agreement for the three and six months ended June 30, 2024, respectively.

Leases

In October 2021, the Company entered into a lease for laboratory and office facilities in Palo Alto, California (the “Palo Alto Lease”). The Palo Alto Lease expires in April 2027 and has a five-year renewal option. Base rent for this lease is approximately $89,000 monthly with annual escalations of 3%. Pursuant to the terms of the lease, the Company received from the lessor approximately $300,000 for tenant improvements. The Company is required to repay this amount over the remaining term of the lease with 7% interest. The Company has applied the guidance in ASC 842 and has determined that this lease should be classified as an operating lease.

In March 2023, the Company vacated, and returned possession of, the premises to the lessor. As a result, the Company recognized a loss of $3,513,999 on the abandonment of its operating right-of-use asset during the three months ended March 31, 2023. The Company made no payments on the lease starting on January 1, 2023 through March 31, 2024. In February 2023, the landlord filed a lawsuit against the Company claiming compensation for damages resulting from the breach of the lease. On June 3, 2024, the landlord was awarded a default judgment against the Company for $796,773; however, the Company is still in the process of negotiating a settlement with the landlord and the lease has not been terminated. Accordingly, the lease obligation is classified as a current liability in the Company's balance sheet.

Rent expense for the three months ended June 30, 2024 and 2023 was $94,090 and $117,344, respectively. Rent

expense for the six months ended June 30, 2024 and 2023 was $195,708 and $389,833, respectively.

Interest expense for the three months ended June 30, 2024 and 2023 was $79,504 and $99,633, respectively. Interest expense for the six months ended June 30, 2024 and 2023 was $164,280 and $203,845, respectively.

Commitments and Contingencies

From time to time, the Company may be involved in litigation relating to claims arising out of operations in the normal course of business. As of June 30, 2024, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the Company’s results of operations, except as discussed in Note 7. At each reporting period, the Company evaluates known claims to determine whether a potential loss amount or a potential range of loss is probable and reasonably estimable under ASC 450, Contingencies. Legal fees are expensed as incurred.

Bayer Acquisition Agreement

In March 2017, the Company entered into an assignment, license, development and commercialization agreement (the “Bayer Acquisition Agreement”) with Bayer, to acquire from Bayer all right, title and interest in and to PHP-303, including each and every invention and any priority rights relating to its patents.

Under the Bayer Acquisition Agreement, the Company is committed to pay certain development and regulatory milestones up to an aggregate amount of $23,500,000 and high single digit royalties based on the sale of products developed based on the licensed compound. Royalties will be payable on a licensed product-by-licensed product and country-by-country basis until the later of ten years after the first commercial sale of such licensed product in such country and expiration of the last patent covering such licensed product in such country that would be sufficient to prevent generic entry.

Either party may terminate the Bayer Acquisition Agreement upon prior written notice for the other party’s material breach that remains uncured for a specified period of time or insolvency. Bayer agreed not to assert any Bayer intellectual property rights that were included in the scope of the Bayer Acquisition Agreement against the Company.

The Company incurred zero expenses under this agreement as no milestones have been achieved since inception, and no products were sold from inception through June 30, 2024.

Debt

Related Party Loans

Founder Loans

In May 2021, the Company received proceeds from a loan in the amount of approximately $750,000 from its chairman and founding chief executive officer, Dr. Hoyoung Huh (“the Founder”). The loan, which was scheduled to mature on May 31, 2022, bore interest at a rate of 1.0% per annum. The loan could be prepaid by the Company at any time prior to maturity with no prepayment penalties.

In August 2021, the Company received proceeds from the additional loan in the amount of approximately $750,000 from the Founder (together with the May 2021 loan, “Founder Loans”). The loan, which was scheduled to mature on July 31, 2022, bore interest at a rate of 1.0% per annum. The loan could be prepaid by the Company at any time prior to maturity with no prepayment penalties.

The Company made a $150,000 payment on the Founder Loans in December 2022. On April 28, 2023, the Company settled $448,940 of the principal and $26,830 of accrued interest through the issuance of the April 2023 Convertible Notes, related party (see below).

As of June 30, 2024 and December 31, 2023, the outstanding balance was $901,060 under the Founder Loans, included in the related party loans on the unaudited condensed consolidated balance sheet. The interest expense on the Founder Loans totaled $0 and $3,585 for the three months ended June 30, 2024 and 2023, respectively. The interest expense on the Founder Loans totaled $0 and $7,172 for the six months ended June 30, 2024 and 2023, respectively.

Secured Founder Loan

In January 2024, the Company received proceeds from a Senior Secured Promissory Note (the “Secured Founder Loan”) in the amount of $750,000 from the Founder. In accordance with the terms of the Secured Founder Loan, the Company, together with its subsidiaries, also entered into a Security Agreement with the Founder (the “Security Agreement”). The Secured Note has a maturity date on January 23, 2025 and carries an interest rate of 15% per annum. As security for payment of the Secured Note, the Security Agreement grants and assigns to the Founder the security interest in all of the assets of the Company and its subsidiaries.

The interest expense on the Secured Founder Loan totaled $27,740 and $0 for the three months ended June 30, 2024 and 2023, respectively. The interest expense on the Secured Founder Loan totaled $48,699 and $0 for the six months ended June 30, 2024 and 2023, respectively.

Promissory Note

On November 1, 2022, the Company issued $1,512,500 in convertible notes (the “November 2022 Convertible Notes”). The convertible notes accrued interest at a rate of 8% per annum and had the maturity date of October 31, 2023, provided however that the Company agreed to make mandatory prepayments on this note (which were first be applied to accrued interest and then to principal) from time to time in amounts equal to 15% of the gross proceeds received by the Company from any equity lines, forward purchase agreements or other equity financings consummated by Company prior to the maturity date. The November 2022 Convertible Notes were convertible at the maturity date at the option of the holder in all or part of the principal and/or accrued interest into shares of common stock of the Company at a per share conversion price equal to 90% of the volume weighted average price of a share of common stock of the Company for the five trading days immediately prior to the maturity date. The Company determined that the conversion upon maturity represented an embedded derivative that was subject to bifurcation and separate accounting with the change in the fair value recorded as other expense during each reporting period under the guidance in Accounting Standards Codification (“ASC”) Topic 815, Derivatives and Hedging (“ASC 815”) (the “November 2022 Convertible Note Liability”). The fair value of the November 2022 Convertible Note Liability at the issuance date was estimated at $165,000. The Company allocated the proceeds from the November 2022 Convertible Note first to the embedded derivative with the remaining proceeds allocated to the notes, which resulted in a discount on the convertible notes of $165,000 which was amortized to interest expense over the term of the convertible notes.

On November 1, 2023, the Company entered into an amendment to the November 2022 Convertible Notes whereby the principal amount of the notes was reduced from $1,512,500 to $650,000, the interest was reduced to 6% per annum, the maturity was extended to December 31, 2024 and the conversion terms were removed. Further, the amendment required the Company to make a payment of $300,000 by December 31, 2023, which was made in December 2023. The remaining balance of $378,622 including the accrued interest through the maturity date, is due on December 31, 2024. The amendment to the November 2022 Convertible Notes was accounted as an exchange into a promissory note (the “Promissory Note”) under the trouble debt restructuring (“TDR”) guidance in ASC Subtopic 470-60, Debt – Troubled Debt Restructurings by Debtors (“ASC 470-60”). Under the TDR guidance, the Company recognized a gain on debt extinguishment of $998,878 for the year ended December 31, 2023.

As of June 30, 2024 and December 31, 2023, the outstanding balance on the Promissory Note was $378,622, including principal of $350,000 and $28,622 in accrued interest.

The interest expense on November 2022 Convertible Note totaled $0 and $41,250, including amortization of the discount, for the three months ended June 30, 2024 and 2023, respectively. The interest expense on November 2022 Convertible Note totaled $0 and $89,078, including amortization of the discount, for the six months ended June 30, 2024 and 2023, respectively.

April 2023 Convertible Notes

On April 28, 2023, the Company entered into separate subscription agreements (the “2023 Convertible Note and Warrant Subscription Agreements”) under which the Company issued the convertible promissory notes in the principal amount of $2,195,034 (the “April 2023 Convertible Notes”) and 3,658,390 warrants for the Company’s common stock (the “2023 Convertible Note Warrants”). The April 2023 Convertible Notes bear interest at a rate of 6% per annum until their maturity date of October 28, 2023 and a default rate of 10% per annum thereafter. As at December 31, 2023 and June 30, 2024, the April 2023 Convertible Notes are in default. The April 2023 Convertible Notes are convertible at any time from the issuance date at the option of the holder into the Company’s common

stock at $0.60 per share (the “April 2023 Conversion Feature”). The 2023 Convertible Note Warrants have the five year term and are exercisable at any time from the issuance date at the exercise price of $0.60 per share.

In connection with the issuance of the Convertible Notes and the Convertible Note Warrants, in consideration for its services in respect of the financing described above, the Company also issued to Paulson Investment Company, LLC (the “Placement Agent”) a warrant to purchase 209,670 shares of the Company’s common stock at a price per share of $0.60 (the “Placement Agent Warrant”). The Placement Agent Warrants have a five year term and are exercisable at any time from the issuance date. In addition, the Company paid the Placement Agent a commission of approximately $125,000.

The April 2023 Convertible Note Warrants and the Placement Agent Warrants were accounted as a liability under ASC 815, as the April 2023 Convertible Note Warrants and Placement Agent Warrants do not meet the criteria for equity classification due to the lack of available authorized shares. The aggregate fair value of the April 2023 Convertible Note Warrants and the Placement Agent Warrants was $1,527,640 and $87,552, respectively, at the issuance date using a Black Scholes Option Pricing Model. The initial fair value was determined based on the following assumptions:


Expected volatility	72.8	%
Risk-free interest rate	3.51	%
Expected term (in years)	5.0
Expected dividend yield	0	%

The Company determined that the April 2023 Conversion Feature is subject to bifurcation under the guidance in ASC 815 due to the lack of available authorized shares and registration requirements and recognized a derivative liability of $560,436 at the issuance date (the “April 2023 Conversion Feature Liability”). The derivative liability was estimated using a Black Scholes Option Pricing Model, based on the following assumptions:


Expected volatility	66.5	%
Risk-free interest rate	4.94	%
Expected term (in years)	0.5
Expected dividend yield	0	%

At the issuance date, the proceeds from the April 2023 Convertible Notes were allocated to the April 2023 Convertible Note Warrants and the April 2023 Conversion Feature Liability based on their fair values of $1,527,640 and $560,436, respectively, with the remaining proceeds allocated to the convertible notes. The resulting discount on the April 2023 Convertible Notes was accreted into the interest expense over the term of the convertible notes using the effective interest method. The fair value of the Placement Agent Warrants at the issuance date and the cash commission were capitalized and amortized into the interest expense over the term of the convertible notes using the effective interest method. The Company is in default on the April 2023 Convertible Notes, however, the Company has not received demands for repayment through the filing date of these unaudited condensed consolidated financial statements.

In December 2023, certain holders of April 2023 Convertible Notes agreed to exchange the aggregate amount of $187,950 of April 2023 Convertible Notes, including the accrued interest, into the same amount of December 2023 Convertible Notes (see below).

In January 2024, additional holders of April 2023 Convertible Notes agreed to exchange the aggregate amount of $250,600 of April 2023 Convertible Notes, including the accrued interest, into the same amount of December 2023 Convertible Notes (see below).

The Company recorded interest expense of $88,752 and $912,853, including amortization of discount of $0 and $892,461, for the six months ended June 30, 2024 and 2023, respectively. The Company recorded interest expense of $44,376 and $912,853, including amortization of discount of $0 and $892,461, for the three months ended June 30, 2024 and 2023, respectively. At June 30, 2024, the outstanding balance was $1,908,073, including principal of $1,775,034 and accrued interest of $133,039.

April 2023 Convertible Notes, related party

On April 28, 2023, the Company entered into a subscription agreement with its founder and director to exchange $1,130,775 in outstanding Founder Loans into the same amount of convertible promissory note with the

same terms as the April 2023 Convertible Notes and 1,884,625 April 2023 Convertible Note Warrants. The amounts converted included $448,940 of principal and $26,830 accrued interest due under the 2021 Founder Loans, $400,000 of principal and $3,806 of interest due under the Venn Loan, and $250,000 of principal and $1,199 of accrued interest due under the March 2023 Founder Loan. The Company accounted for the issuance of the April 2023 convertible notes payable, related party, as a debt extinguishment in accordance with ASC 470 and recognized a loss of approximately $1,014,368 during the year ended December 31, 2023. As at December 31, 2023 and June 30, 2024, the April 2023 Convertible Note, related party was in default.

At the issuance date, the carrying value of the April 2023 Convertible Notes was reduced by the fair value of the related April 2023 Convertible Note Warrants and the April 2023 Conversion Feature Liability of $786,967 and $288,710, respectively, with the remaining proceeds allocated to the convertible notes. The April 2023 Conversion Feature Liability related to the April 2023 Convertible Notes, related party, was valued using a Black Scholes Option Pricing Model. The initial fair value was determined to be $0.3 million based on the following assumptions: stock price of $0.655, expected volatility of 66.5%, risk-free rate of 4.94% and expected term of 0.5 years. The resulting discount on the April 2023 Convertible Notes, related party was accreted into the interest expense over the term of the convertible notes using the effective interest method. The Company is in default on the April 2023 Convertible Notes, related party. However, the Company has not received demands for repayment through the filing date of these unaudited condensed consolidated financial statements.

The Company recorded interest expense of approximately $28,269 and $32,147, including amortization of discount of $0 and $20,436 for the three months ended June 30, 2024 and 2023, respectively. The Company recorded interest expense of approximately $56,539 and $32,147, including amortization of discount of $0 and $20,436 for the six months ended June 30, 2024 and 2023, respectively. At June 30, 2024, the outstanding balance of the April 2023 Convertible Notes, related party, was approximately $1,241,340, including principal of $1,130,775 and accrued interest of $110,565.

December 2023 Convertible Notes

In December, 2023, the Company issued convertible promissory notes in the aggregate principal amount of $1,000,000 (the “December 2023 Convertible Notes”). In addition, certain holders of April 2023 Convertible Notes agreed to exchange the aggregate amount of $187,950 of April 2023 Convertible Notes, including the accrued interest, into the same amount of December 2023 Convertible Notes.

In January and February 2024, the Company completed additional closes of the December 2023 Convertible Notes pursuant to which the Company issued the notes with the principal amount of $738,000. In addition, at those date, the holders of April 2023 Convertible Notes agreed to exchange the aggregate amount of $250,600 of April 2023 Convertible Notes, including the accrued interest, into the same amount of December 2023 Convertible Notes.

The December 2023 Convertible Notes bear an interest rate of 10% per annum and have a maturity date of December 18, 2024. The terms of the December 2023 Convertible Notes provide for automatic conversion of the outstanding principal amount of the December 2023 Convertible Notes and all accrued and unpaid interest upon a business combination (as defined in the agreement) into the Company common stock at the Conversion Price (the “Automatic Conversion Feature”). The Conversion Price is determined by reference to the purchase price payable in connection with such business combination, multiplied by 70%, where the price per share of the common stock is determined by reference to the 30-day volume weighted average price of the Company’s common stock on the public exchange immediately prior to conversion, resulting in 43% discount on the issuance price in the a business combination (the Automatic Discount”). If a business combination does not occur prior to the maturity date of the December 2023 Convertible Notes and if the Company’s Common Stock is listed on a public exchange as of such date, then the holders have the right, at their option, to convert the outstanding principal amount of the December 2023 Convertible Notes (and all accrued and unpaid interest thereof) into the shares of common stock of the Company at a price equal to the 30-day volume weighted average price of the Company’s common stock on the public exchange on which it is traded multiplied by 90% (the “Optional Conversion Feature”).

In consideration for its services in respect of the financing described above, the Company paid Paulson Investment Company, LLC (the “December 2023 Placement Agent”) the commission of $83,600 and $63,840 for the December 2023 issuances and the January and February 2024 issuances, respectively. Further, upon conversion of the December 2023 Convertible Notes into Common Stock of the Company, the December 2023 Placement Agent will receive shares of restricted common stock of the Company equal to (i) 4% of the total number of shares

of common stock received upon conversion of the December 2023 Convertible Notes issued for new capital and (ii) 1% of the total number of shares of common stock received upon conversion of the December 2023 Convertible Notes issued for the exchange for April 2023 Convertible Notes. The cash commission to the December 2023 Placement Agent was capitalized and amortized into the interest expense over the term of the convertible notes using the effective interest method. The Company accounted for the issuance of the common stock shares to the Placement Agent under ASC 718 as equity-based compensation based on a performance condition. As the issuance of the common stock shares to the December 2023 Placement Agent upon conversion of the notes was deemed not probable both at issuance date and June 30, 2024, no expense was recorded for the three and six months ended June 30, 2024 related to this equity based compensation and had no impact on the interest expense for the three and six months ended June 30, 2024.

The Company determined that both the Automatic Conversion Feature and the Optional Conversion Feature are subject to bifurcation under the guidance in ASC 815 as variable-share redemption features at a discount. The Company recognized the total derivative liability of $573,546 and $0 for the Automatic Conversion Feature and the Optional Conversion Feature, respectively, at the issuance dates (together, the “December 2023 Conversion Feature Liability”). The fair value of the derivative liability related to the Automatic Conversion Feature was estimated by applying the probability of a business combination of 50% to the Automatic Discount of 43%. The fair value of the derivative liability related to the Optional Conversion Feature was immaterial as the probability that the Company is listed on a public exchange in absence of a business combination prior to the maturity of the December 2023 Convertible Notes was deemed minimal.

At the issuance date, the proceeds from the December 2023 Convertible Notes were allocated to the December 2023 Conversion Feature Liability based on its fair value with the remaining proceeds allocated to the convertible notes. The resulting discount on the and the December 2023 Convertible Notes was accreted into the interest expense over the term of the convertible notes using the effective interest method. The cash commission to the December 2023 Placement Agent was capitalized and amortized into the interest expense over the term of the convertible notes using the effective interest method.

The Company recorded interest expense of $207,015 for the three months ended June 30, 2024, including amortization of the discount of $152,749 on the convertible notes. The Company recorded interest expense of $393,790 for the six months ended June 30, 2024, including amortization of the discount of $287,339 on the convertible notes. At June 30, 2024, the outstanding principal balance of the December 2023 Convertible Notes was $1,857,352 plus accrued interest of $109,449.

December 2023 Convertible Notes, related party

On December 18, 2023, the Company issued a $500,000 in convertible notes to its founder and director on the same terms as the December 2023 Convertible Notes (“December 2023 Convertible Notes, related party”).

At the issuance date, the proceeds from the December 2023 Convertible Notes, related party, were allocated to the December 2023 Conversion Feature Liability based on its fair value of $107,143 with the remaining proceeds allocated to the convertible notes. The resulting discount on the and the December 2023 Convertible Notes, related party, was accreted into the interest expense over the term of the convertible notes using the effective interest method.

The Company recorded interest expense of $38,547 for the three months ended June 30, 2024, including amortization of the discount of $26,081 on the convertible notes. The Company recorded interest expense of $75,572 for the six months ended June 30, 2024, including amortization of the discount of $50,640 on the convertible notes. At June 30, 2024, the outstanding principal balance of the December 2023 Convertible Notes, related party, was $446,943 plus accrued interest of $26,713.

May 2024 Convertible Notes

On May 28, 2024, the Company issued secured convertible promissory notes in the aggregate principal amount of $824,500 (the “May 2024 Convertible Notes”). In accordance with the terms of the May 2024 Convertible Note, the Company, together with its subsidiaries, also entered into a Security Agreement with the Lenders (the “Security Agreement”). As security for payment of the Secured Note, the Security Agreement grants and assigns to the Lenders the security interest in all of the assets of the Company and its subsidiaries.

The May 2024 Convertible Notes bear an interest rate of 10% per annum and have a maturity date of December 18, 2024. The terms of the May 2024 Convertible Notes provide for automatic conversion of the outstanding principal amount of the May 2024 Convertible Notes and all accrued and unpaid interest upon a business combination (as defined in the agreement) into the Company common stock at the Conversion Price (the “Automatic Conversion Feature”). The Conversion Price is determined by reference to the purchase price payable in connection with such business combination, multiplied by 50%, where the price per share of the common stock is determined by reference to the 30-day volume weighted average price of the Company’s common stock on the public exchange immediately prior to conversion, resulting in 100% discount on the issuance price in the a business combination (the Automatic Discount”).

The Company determined that the Automatic Conversion Feature is subject to bifurcation under the guidance in ASC 815 as variable-share redemption features at a discount. The Company recognized the total derivative liability of $577,150 for the Automatic Conversion Feature at the issuance dates (the “May 2024 Conversion Feature Liability”). The fair value of the derivative liability related to the Automatic Conversion Feature was estimated by applying the probability of a business combination of 70% to the Automatic Discount of 100%.

At the issuance date, the proceeds from the May 2024 Convertible Notes were allocated to the May 2024 Conversion Feature Liability based on its fair value with the remaining proceeds allocated to the convertible notes. The resulting discount on the and the May 2024 Convertible Notes was accreted into the interest expense over the term of the convertible notes using the effective interest method.

The Company recorded interest expense of $59,847 for the three and six months ended June 30, 2024, including amortization of the discount of $52,393. At June 30, 2024, the outstanding principal balance of the May 2024 Convertible Notes was $299,744 plus accrued interest of $7,454.

May 2024 Convertible Notes, related party

On May 28, 2024, the Company issued a $500,000 in secured convertible notes to its founder and director on the same terms as the May 2024 Convertible Notes (“May 2024 Convertible Notes, related party”).

At the issuance date, the proceeds from the May 2024 Convertible Notes, related party, were allocated to the May 2024 Conversion Feature Liability based on its fair value of $350,000 with the remaining proceeds allocated to the convertible notes. The resulting discount on the May 2024 Convertible Notes, related party, was accreted into the interest expense over the term of the convertible notes using the effective interest method.

The Company recorded interest expense of $37,432 for the three and six months ended June 30, 2024, including amortization of the discount of $32,911. At June 30, 2024, the outstanding principal balance of the May 2024 Convertible Notes, related party was $182,911 plus accrued interest of $4,521.

Insurance Financing Note

On November 1, 2022, the Company financed its 2022 annual Director & Officer liability insurance policy premium of $1,006,342 (including premiums, taxes and fees) with First Insurance Funding (the “Lender”) at an annual interest rate of 7.20% (the “Insurance Financing Note”). The Insurance Financing Note was payable in monthly installment payments through August 1, 2023.

On November 1, 2023, the Company financed its 2023 annual Director & Officer liability insurance policy premium of $631,993 with the Lender at an annual interest rate of 9.95%. The Insurance Financing Note is payable in monthly installment payments through July 1, 2024.

The agreement assigns the Lender a first priority lien on and security interest in the financed policies and any additional premium required in the financed policies including (a) all returned or unearned premiums, (b) all additional cash contributions or collateral amounts assessed by the insurance companies in relation to the financed policies and financed by Lender, (c) any credits generated by the financed policies, (d) dividend payments, and (e) loss payments which reduce unearned premiums. If any circumstances exist in which premiums related to any Financed Policy could become fully earned in the event of loss, Lender shall be named a loss-payee with respect to such policy.

The Company recognized $5,736 and $7,608 in interest expenses related the Insurance Financing for the three months ended June 30, 2024 and 2023, respectively. The Company recognized $11,472 and $15,216 in interest expenses related the Insurance Financing for the six months ended June 30, 2024 and 2023, respectively. As of June 30, 2024, the balance on the Insurance Financing Note was $0.

10.

Stockholders' Equity

Key Company Stockholder Agreements

On April 5, 2023, the Company received notice from its founder and director informing the Company that he would not consummate the purchase of the Key Company Stockholder Forward Purchase Agreement as a result of the Company’s failure to satisfy the condition to be listed on Nasdaq as required by the agreement. As a result, the Company cancelled and retired the 1,930,501 shares of common stock being held in escrow and recognized $13,000 loss on extinguishment of the Key Company Stockholder Forward Purchase Liability in the second quarter of 2023.

On April 5, 2023, the Company and its Key Company Stockholder entered into a letter agreement to provide for the conversion of up to $2,031,034 of the Founder loans into future debt and equity financings on the same terms with other investors. Pursuant to the agreement, the amount converted would be based on the Key Company Stockholder's pro-rata portion of the equity ownership in the Company’s outstanding common stock and would not exceed in the aggregate the amount of the outstanding debt with Key Company Stockholder. On April 28, 2023, the Company entered into a subscription agreement with its founder and director to exchange $1,130,775 in outstanding Founder Loans into the same amount of convertible promissory note with the same terms as the April 2023 Convertible Notes and 1,884,625 2023 Convertible Note Warrants.

White Lion Common Stock Purchase and Registration Rights Agreements

On November 3, 2022, the Company entered into a Common Stock Purchase Agreement (the “White Lion Purchase Agreement") and Registration Rights (the “White Lion RRA”) with White Lion Capital, LLC, a Delaware limited liability company (“White Lion”). Pursuant to the White Lion Purchase Agreement, the Company has the right, but not the obligation, to require White Lion to purchase, from time to time, up to $100,000,000 in aggregate gross purchase price of newly issued shares of its Common Stock, subject to certain limitations and conditions set forth in the White Lion Purchase Agreement. The Company recorded a derivative liability for this agreement (see Note 6).

The Company is obligated under the White Lion Purchase Agreement and the White Lion RRA to file a registration statement with the SEC to register the Common Stock under the Securities Act, for the resale by White Lion of shares of Common Stock that the Company may issue to White Lion under the White Lion Purchase Agreement.

Subject to the satisfaction of certain customary conditions including, without limitation, the effectiveness of a registration statement registering the shares issuable pursuant to the White Lion Purchase Agreement, the Company's right to sell shares to White Lion will commence on the effective date of the registration statement and extend until November 1, 2025. During such term, subject to the terms and conditions of the White Lion Purchase Agreement, the Company may notify White Lion when it exercises its right to sell shares (the effective date of such notice, a “Notice Date”).

The number of shares sold pursuant to any such notice may not exceed (i) the lower of (a) the Purchase Notice Fixed Limit (described below) and (b) the product of (1) the Average Daily Trading Volume (as defined in the White Lion Purchase Agreement), and (2) the applicable Percentage Limit (as defined in the White Lion Purchase Agreement). The Purchase Notice Fixed Limit is $500,000 upon payment of the Initial Commitment Shares (as defined in the White Lion Purchase Agreement) and can be increased in two tranches: (A) to $1,000,000 following an aggregate purchase of $5,000,000 shares and issuance by the Company to White Lion of an additional $250,000 in Commitment Shares, and (B) to $2,000,000 following an aggregate purchase of $10,000,000 shares and issuance by the for payment of an additional $250,000 in Commitment Shares (as defined in the White Lion Purchase Agreement).

The applicable Percentage Limit is 40% or 150% depending on the price the Company agrees to sell shares to White Lion. At an applicable Percentage Limit of 40%, the Purchase Price to be paid by White Lion for any such shares will equal 97% of lowest daily volume-weighted average price of Common Stock during a period of two

consecutive Trading Days following the applicable Purchase Notice Date (as defined in the White Lion Purchase Agreement) until an aggregate of $50,000,000 in Purchase Notice Shares (as defined in the White Lion Purchase Agreement) have been purchased under White Lion Purchase Agreement, at which point the Purchase Price (as defined in the White Lion Purchase Agreement) to be paid by White Lion will equal 98% of the lowest daily volume-weighted average price of Common Stock during a period of two consecutive Trading Days following the applicable Purchase Notice Date. At an applicable Percentage Limit of 150%, the Purchase Price to be paid by White Lion for any such shares will equal 94.5% of the lowest daily volume-weighted average price of Common Stock during a period of three consecutive Trading Days following the applicable Purchase Notice Date.

The Company will have the right to terminate the White Lion Purchase Agreement at any time after commencement, at no cost or penalty, upon three (3) Trading Days’ prior written notice. Additionally, White Lion will have the right to terminate the White Lion Purchase Agreement upon three (3) days’ prior written notice to the Company if (i) there is a Fundamental Transaction (as defined in the White Lion Purchase Agreement), (ii) the Company is in breach or default in any material respect of the White Lion RRA, (iii) there is a lapse of the effectiveness, or unavailability of, the registration statement for a period of 45 consecutive Trading Days or for more than an aggregate of 90 Trading Days in any 365-day period, (iv) the suspension of trading of the Common Stock for a period of five (5) consecutive Trading Days, (v) the material breach of the White Lion Purchase Agreement by the Company, which breach is not cured within the applicable cure period or (vi) a Material Adverse Effect (as defined in the White Lion Purchase Agreement) has occurred and is continuing. No termination of the White Lion Purchase Agreement will affect the registration rights provisions contained in the White Lion RRA.

In consideration for the commitments of White Lion, as described above, the Company has agreed that it will issue to White Lion shares of Common Stock having a value of $250,000 based upon the Closing Sale Price (as defined in the White Lion Purchase Agreement) of Common Stock two Trading Days prior to the filing of the Initial Registration Statement as Initial Commitment Shares. The Company may increase the number of shares it may sell to White Lion by issuing additional Commitment Shares in two additional tranches of $250,000 each. The Company issued Initial Commitment Shares of 50,200 shares of Common Stock to White Lion, based upon the Closing Sale Price of our Common Stock of $4.98 per share on November 30, 2022.

Concurrently with the execution of the White Lion Purchase Agreement, the Company entered into the White Lion RRA with White Lion in which the Company agreed to register the shares of Common Stock purchased by White Lion with the SEC for resale within 30 days of the consummation of a business combination. The White Lion RRA also contains usual and customary damages provisions for failure to file and failure to have the registration statement declared effective by the SEC within the time periods specified.

The White Lion Purchase Agreement and the White Lion RRA contain customary representations, warranties, conditions and indemnification obligations of the parties. The representations, warranties and covenants contained in such agreements were made only for purposes of such agreements and as of specific dates, were solely for the benefit of the parties to such agreements and may be subject to limitations agreed upon by the contracting parties.

The White Lion Purchase Agreement was accounted for as a standby equity purchase agreement under ASC 815 as it includes an embedded put option and an embedded forward option. The put option is recognized on inception and the forward option is recognized upon issuance of notice for the sale of the Company's Common Stock. The fair value of the derivative liability related to the embedded put option (“White Lion Derivative Liability) was estimated at $1,900,000 at the inception of the agreement. The fair value of the White Lion Derivative Liability was determined using a Monte Carlo simulation based on the projected stock price of $13.05, expected volatility of 86.5%, risk-free rate of 4.53% and discounted at 45.0% for the probability of the Company timely filing all SEC documents and meeting the NASDAQ listing requirements.

In March 2023, the Company entered into an amendment to the White Lion Purchase Agreement to give the Company the right, but not the obligation to require White Lion to purchase shares of the Company's common stock while trading on the OTC Market. Under the terms of the amendment, at an applicable Percentage Limit of 200%, the Purchase Price to be paid by White Lion for any such shares will equal 90% of the lowest daily volume-weighted average price of common stock during a period of six consecutive Trading Days following the applicable Purchase Notice Date if the Company is listed on the OTC Market with the exception of the OTC Pink or OTC Bulletin Board, in which case the Purchase Price will equal 85% of the lowest daily volume-weighted average price of common stock during a period of six consecutive Trading Days following the applicable Purchase Notice Date. Further, the Company will issue to White Lion within five (5) Trading Days following the effective date of the amendment fully paid, non-assessable shares of the Company's common stock equal to the quotient obtained by dividing (i) $250,000 and (ii) the

lowest traded sale price of the common stock of the 10 (ten) Trading Days prior to the effective date of the amendment, minus 50,200. In March 2023, the Company issued 412,763 shares of its common stock to White Lion.

In August 2023, the Company and White Lion entered into a second amendment to the common stock Purchase Agreement (the “Second Amendment”). The Second Amendment includes, among other things, the right of the Company to issue a Purchase Notice (defined in the Second Amendment as an “Accelerated Purchase Notice”) requesting White Lion to purchase newly issued shares of common stock from the Company, subject to acceptance by White Lion, with pricing of the shares to be sold by the Company to White Lion under such Accelerated Purchase Notice determined on the date of issuance by the Company of the Accelerate Purchase Notice and acceptance by White Lion (the date of such notice defined as the “Accelerated Valuation Period”). Such accelerated purchases pursuant to an Accelerated Purchase Notice will be sold to White Lion at a price, defined as an “Accelerated Purchase Price,” equal to the lower of (i) the opening price of common stock during the Accelerated Valuation Period, (ii) the closing price of the common stock during Accelerated Valuation Period, or (iii) the volume weighted average price of the common stock during Accelerated Valuation Period; provided, however, that if at the time the Company delivers an Accelerated Purchase Notice to Investor the price of the common stock is lower than the opening price of the common stock during the Accelerated Valuation Period, the Accelerated Purchase Price will be discounted by 20%. In addition, the Second Amendment provides for an “Accelerated Purchase Notice Limit” equal to 200%.

In addition, in the event the Company does not issue Purchase Notices (as defined in the White Lion Purchase Agreement) to White Lion providing for the purchase of at least $1,250,000 of Purchase Shares (as defined in the White Lion Purchase Agreement and Second Amendment) in the aggregate within 180 days following the effective date of the amendment, the Company will issue to White Lion an additional number of fully paid, non-assessable shares of common stock equal to the quotient obtained by dividing (i) $150,000 and (ii) the lowest Closing Sale Price (as defined in the White Lion Purchase Agreement and Second Amendment) of common stock of the 10 (ten) Trading Days prior to the 180th day following the effective date of the amendment.

As at June 30, 2024 and December 31, 2023, the Company had no outstanding purchase notices issued to White Lion.

Public Warrants

In November 2022, upon consummation of the Business Combination, the Company assumed 2,875,000 public warrants from Ignyte Acquisition Corporation. Each whole warrant entitles the holder to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment as discussed herein. The warrants became exercisable 30 days after the completion of the Business Combination. However, no warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to such shares of common stock. Notwithstanding the foregoing, if a registration statement covering the shares of common stock issuable upon exercise of the public warrants is not effective within a specified period following the consummation of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. In the event of such cashless exercise, each holder would pay the exercise price by surrendering the warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” for this purpose will mean the average reported last sale price of the shares of common stock for the 5 trading days ending on the trading day prior to the date of exercise. The warrants will expire on the fifth anniversary of the completion of an initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

The Company may call the warrants for redemption:

•

in whole and not in part;

•

at a price of $0.01 per warrant;

•

at any time after the warrants become exercisable,

•

upon not less than 30 days’ prior written notice of redemption to each warrant holder; and

•

if, and only if, the reported last sale price of the Common Stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations) for any 20 trading days within a 30-trading day period commencing at any time after the warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant holders; and

•

if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants.

If the Company calls the warrants for redemption as described above, the Company’s management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” for this purpose shall mean the average reported last sale price of the shares of common stock for the 5 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants.

There were no exercises or forfeitures of the Public Warrants during the three and six months ended June 30, 2024.

Private Placement Warrants

In November 2022, upon consummation of the Business Combination, the Company assumed 2,500,000 Private Placement Warrants from Ignyte Acquisition Corporation. Each Private Placement Warrant will entitle the holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment.

The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants were non-redeemable and may be exercised on a cashless basis, in each case so long as they continue to be held by the initial purchasers or their permitted transferees.

The Private Placement Warrants were accounted for under ASC 815, pursuant to which the Private Placement Warrants do not meet the criteria for equity classification and must be recorded as liabilities. The Private Placement Warrants were valued using the Black Scholes Option Pricing Model, which is considered to be a Level 3 fair value measurement, as there was no observable market for the Private Placement Warrants and was determined based on significant inputs not observable in the market.

The following weighted average assumptions were used in determining the fair value of the Private Placement Warrants at June 30, 2024:


	June 30,
		2024
Expected volatility			100	%
Risk-free interest rate			4.52	%
Expected term (in years)			3.34
Expected dividend yield			0	%

There were no exercises or forfeitures of the Private Placement Warrants three and six months ended June 30, 2024.

April 2023 Convertible Note Warrants

On April 28, 2023, in connection with the April 2023 Convertible Notes and April 2023 Convertible Notes, related party, the Company issued 5,752,685 warrants to purchase the Company's common stock at $0.60 per share.

On June 22, 2023, the founder and director exercised 666,667 of the April 2023 Convertible Note Warrants for total proceeds of $400,000. The fair value of the April 2023 Convertible Note Warrants at the exercise date was $244,261 which was reclassified from the warrant liability into the additional paid-in capital. The Company recognized a capital contribution of $244,261 using a Black Scholes Option Pricing Model based on the following assumptions: stock price of $0.598, expected volatility of 72.0%, risk-free rate of 4.03% and expected term of 4.85 years.

On July 20, 2023, the founder and director exercised 458,333 of the April 2023 Convertible Note Warrants for total proceeds of $275,000. The fair value of the April 2023 Convertible Note Warrants at the exercise date was $269,004 which was reclassified from the warrant liability into the additional paid-in capital. The Company recognized a capital contribution of $269,004 related to the fair value of the April 2023 Convertible Note Warrants at the exercise date, which as determined using a Black Scholes Option Pricing Model based on the following assumptions: stock price of $0.84, expected volatility of 76.2%, risk-free rate of 4.43% and expected term of 4.78 years.

On August 14, 2023, Company's founder and director exercised 583,333 of the April 2023 Convertible Note Warrants for a total purchase price of $350,000. The fair value of the April 2023 Convertible Note Warrants at the exercise dates was $248,303 which was reclassified from the warrant liability into the additional paid-in capital. The Company recognized a capital contribution of $248,303 million using a Black Scholes Option Pricing Model based on the following assumptions: stock price of $0.66, expected volatility of 76.0%, risk-free rate of 4.64% and expected term of 4.71 years.

On November 1, 2023, the remaining 4,044,352 April 2023 Convertible Note Warrants were reclassified from liability into equity following the exchange of the November 2022 Convertible Notes into Promissory Note (see Note 10) and resulting sufficient number of authorized shares being available for issuance of the warrants. The fair value of the warrant liability was $65,469 at the reclassification date.

The summary of the Company's outstanding common stock warrants at June 30, 2024 is as follows:


Description	Number of Warrants		Exercise price per share		Expiration Date
Private Placement Warrants		2,500,000	$	11.50	11/1/2027
Public Warrants		2,875,000	$	11.50	11/1/2027
April 2023 Convertible note warrants		3,868,060	$	0.60	4/28/2028
April 2023 Convertible note warrants, related party		176,292	$	0.60	4/28/2028
Total		9,419,352

11.

Fair Value of Financial Instruments

The Company believes the carrying amounts of its cash, accounts payable and accrued expenses, and debt balances approximate their fair values due to their near-term maturities. There were no transfers among Level 1, Level 2 or Level 3 categories.

The following table sets forth the Company’s financial instruments that were measured at fair value on a recurring basis by level within the fair value hierarchy


	Fair Value Measurement at June 30, 2024
	Total		Level 1		Level 2		Level 3
								-
Derivative liability		1,853,694		—		—		1,853,694
Warrant liability	Less than $1			—		—	Less than $1
Total Liabilities	$	1,853,694	$	—	$	—	$	1,853,694


	Fair Value Measurement at December 31, 2023
	Total		Level 1		Level 2		Level 3
								-
Derivative liability		361,704		—		—		361,704
Warrant liability	Less than $1			—		—	Less than $1
Total Liabilities	$	361,704	$	—	$	—	$	361,704

The table below presents the changes in Level 3 liabilities (assets) measured at fair value on a recurring basis during the three months ended June 30, 2024 and 2023:


	White Lion Derivative Liability			Key Company Stockholder Forward Liability (Asset)			Private Placement Warrants Liability			November 2022 Convertible Note Liability		April 2023 Conversion Feature Liability		April 2023 Convertible Notes Warrants Liability			December 2023 Conversion Feature Liability		May 2024 Conversion Feature Liability
Balance at January 1, 2023	$	1,000		$	(13,000	)	$	525,000		$	165,000	$	—	$	—		$	—	$	—
Change in fair value		(1,000	)		13,000			(525,000	)		—		—		—			—		—
Balance at March 31, 2023	$	—		$	—		$	—		$	165,000	$	—	$	—		$	—	$	—
Inception Date		—			—			—			—		849,146		2,402,161			—		—
Capital Contribution to Equity on Exercise of Warrants		—			—			—			—		—		(244,261	)		—		—
Change in fair value		—			—			—			—		548,233		712,857			—		—
Balance at June 30, 2023	$	—		$	—		$	—		$	165,000	$	1,397,379	$	2,870,757		$	—	$	—

Balance at January 1, 2024	$	—		$	—		$	—		$	—	$	—	$	—		$	361,704	$	—
Issuance of December 2023 Convertible Notes		—			—			—			—		—		—			211,842		—
Change in fair value		—			—			—			—		—		—			114,709		—
Balance at March 31, 2024	$	—		$	—		$	—		$	—	$	—	$	—		$	688,255	$	—
Issuance of May 2024 Convertible Notes		—			—			—			—		—		—			—		927,150
Change in fair value		—			—			—			—		—		—			172,064		66,225
Balance at June 30, 2024	$	—		$	—		$	—		$	—	$	—	$	—		$	860,319	$	993,375

White Lion Derivative Liability

The White Lion Derivative Liability is valued using Monte Carlo simulation model and a such is considered to be a Level 3 fair value measurement, as the fair value was determined based on significant inputs not observable in the market. The significant unobservable inputs used to determine the fair value were the projected volume weighed average share price at each trading date and the use of the maximum draw down potential. The fair value of the White Lion Derivative Liability at June 30, 2023 of $0 was determined using the Monte Carlo Model based on the projected stock price of $0.83, expected volatility of 88%, risk-free rate of 4.63% and discounted by 2.5% for the probability of the Company timely filing all SEC documents and meeting the OTC Market listing requirements. The fair value of the White Lion Purchase Agreement was $0 at June 30, 2024.

The following weighted average assumptions were used in determining the fair value of the White Lion Purchase Agreement at June 30, 2024 and 2023:


	June 30,			June 30,
	2024			2023
Stock Price	$	0.01		$	0.83
Expected volatility		78.5	%		88.0	%
Risk-free interest rate		4.84	%		4.63	%
Discount related to the probability of timely filing all SEC documents and meeting the NASDAQ listing requirements		25.0	%		2.5	%
Expected dividend yield		—	%		—	%

April 2023 Convertible Note Warrants and Placement Agent Warrants

The April 2023 Convertible Note Warrants and Placement Agent Warrants were accounted as a liability at the issuance date and were fair valued using a Black Scholes Option Pricing Model, and is considered to be a Level 3 fair value measurement, as the fair value of the instruments was determined based on significant inputs not observable in the market. On November 1, 2023, all outstanding April 2023 Convertible Note Warrants were reclassified from liability into equity (see Note 10).

The fair value of the April 2023 Convertible Note Warrants at the reclassification date was based on the following assumptions:




Stock price	$0.08
Expected volatility	74.9	%
Risk-free interest rate	4.65	%
Expected term (in years)	4.49
Expected dividend yield	0	%

Private Placement Warrants

The fair value of the Private Placement Warrants was estimated using a Black Scholes Option Pricing Model, which is considered to be a Level 3 fair value measurement, as the fair value was determined based on significant inputs not observable in the market. The fair value of the Private Placement Warrants at both June 30, 2024 and June 30, 2023 was $0.

The fair value of the Private Placement Warrants was based on the following assumptions:


	June 30,			June 30,
	2024			2023
Stock Price	$	0.01		$	0.83
Expected volatility		100.0	%		45.5	%
Risk-free interest rate		4.52	%		4.12	%
Expected term (in years)		3.34			4.34
Expected dividend yield		—	%		—	%

April 2023 Conversion Feature Liability

On January 1, 2024, on adoption of ASU 2020-06, the April 2023 Conversion Feature Liability met the derivative accounting scope exception and the conversion feature no longer required bifurcation form the April 2023 Convertible Notes and 2023 April 2023 Convertible Notes, related party. On January 1, 2024, the fair value of the fair value of the April 2023 Conversion Feature Liability was $0.

December 2023 Conversion Feature Liability

The fair value of the December 2023 Conversion Feature Liability was estimated based on the probability weighted settlement scenarios, which is considered to be a Level 3 fair value measurement, as the fair value was determined based on significant inputs not observable in the market. At June 30, 2024, the fair value of the derivative liability related to the Automatic Conversion Feature was estimated at $860,319 by applying the probability of a business combination of 75% to the Automatic Discount of 43%. At June 30, 2024, the fair value of the derivative liability related to the Optional Conversion Feature was deemed immaterial as the probability that the Company is listed on a public exchange in absence of a business combination prior to the maturity of the December 2023 Convertible Notes was deemed minimal.

May 2024 Conversion Feature Liability

12.

Grant Revenue

Government grants

The Company has one active government grant with the Department of Defense, US Army Medical Research Acquisition Activity. This grant is for work on a COVID-19 therapeutic with a potential of $4.0 million, awarded in stages starting in January 2021 and with potential stages running through September 2026. Funding from the grant is received after expenditures have been incurred by the Company pursuant to the pre-approved statement of work and upon submission of a detailed voucher. The Grant is governed by the DoD Grant and Agreement Regulations, a subsection of the Code of Federal Regulations and requires the Company to provide financial and technical reports on a periodic basis to the Department of Defense.

For the six months ended June 30, 2024 and 2023, grant revenue of $0 and $13,854, respectively was recognized from this grant. Approximately $2.5 million in funding remains available for this grant at June 30, 2024

13.

Income Taxes

The Company did not provide for any income taxes for the three and six months ended June 30, 2024 and 2s023. The Company has evaluated the positive and negative evidence bearing upon its ability to realize the deferred tax assets. Management has considered the Company’s history of cumulative net losses incurred since

inception and its lack of commercialization of any products or generation of any revenue from product sales since inception and has concluded that it is not more likely than not that the Company will realize the benefits of the deferred tax assets. Accordingly, a full valuation allowance has been established against the deferred tax assets as of June 30, 2024 and December 31, 2023. Company recognized tax expense of $0 for the three and six months ended June 30, 2024 and 2023.

14.

Subsequent Events

May 2024 Convertible Notes

On July 12, 2024, the Company completed a second closing of the May 2024 Convertible Notes pursuant to which the Company issued May 2024 Convertible Notes in the aggregate principal amount of $2,175,500. The May 2024 Convertible Notes carry an interest rate of 10% per annum, have a maturity date of December 18, 2024. The terms of the May 2024 Convertible Notes provide for automatic conversion of the outstanding principal amount of the notes and all accrued and unpaid interest upon a business combination (as defined in the agreement) into the Company common stock at the Conversion Price. The Conversion Price is determined by reference to the purchase price payable in connection with such business combination, multiplied by 50%.

In consideration for its services in respect of the financing described above, the Company paid Paulson Investment Company, LLC (the “May 2024 Placement Agent”) the commission of $200,000. Further, upon conversion of the May 2024 Convertible Notes into Common Stock of the Company, the May 2024 Placement Agent will receive shares of restricted common stock of the Company equal to 4% of the total number of shares of common stock received upon conversion of May 2024 Convertible Notes on certain notes with a principal value of $2,500,000.

Former Employee Wage Claim

On August 14, 2024, the Company received from the California Labor Commissioner’s Office notice of a claim submitted by a former employee seeking recovery of unpaid wages, statutory liquidated damages and waiting time penalties in the total amount of approximately $32,800. The Labor Commissioner’s Office has scheduled a settlement conference to be held on November 19, 2024. The Company’s management is currently investigating the claimant’s allegations to determine if an amount or range of amounts of losses related to the claim is probable and reasonably estimable.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

You should read the following discussion and analysis of Peak Bio’s financial condition and results of operations together with Peak Bio’s unaudited interim condensed consolidated financial statements and the notes thereto included in this Quarterly Report on Form 10-Q and the audited consolidated financial statements and notes included in our Annual Report on Form 10-K for the year ended December 31, 2023. Certain of the information contained in this discussion and analysis or set forth elsewhere in this Quarterly Report on Form 10-Q, including information with respect to plans and strategy for Peak Bio’s business, includes forward-looking statements that involve risks and uncertainties. As a result of many factors, including those factors set forth in the section entitled “Risk Factors” of this Quarterly Report and in our Annual Report on Form 10-K for the year ended December 31, 2023, Peak Bio’s actual results could differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. You should carefully read the section entitled “Risk Factors” to gain an understanding of the important factors that could cause actual results to differ materially from Peak Bio’s forward-looking statements. Please also see the section entitled “Cautionary Note Regarding Forward-Looking Statements.”

Unless otherwise indicated or the context otherwise requires, references in this Peak Bio’s Management’s Discussion and Analysis of Financial Condition and Results of Operations section to “Peak Bio,” “we,” “us,” “our” and other similar terms refer to Peak Bio Co., Ltd prior to the Ignyte Business Combination and to Peak Bio, Inc. and its consolidated subsidiaries after giving effect to the Business Combination.

Overview

Peak Bio is a clinical-stage biopharmaceutical company focused on developing therapeutics addressing significant unmet need in the areas of oncology, inflammation and rare diseases. Our management team has a combined 50 years of industry experience in the areas of small molecules, antibodies, and antibody-drug-conjugates (ADC).

With our current strategic focus, we have leveraged two decades of industry learning in the antibody-drug-conjugate (ADC) field to develop a platform of proprietary technologies that enable us to design ADCs to have improved efficacy, safety, and tolerability relative to existing antibody or ADC therapies. Our most advanced platform, PH-1 or Thailanstatin is being used to generate a pipeline of proprietary ADC product candidates to address patient populations with improved efficacy relative to traditional ADC-based therapies. Our second product candidate is an ADC targeting Trop2, an antigen broadly expressed in solid tumors. We expect our Trop2 ADC to enter clinical development by late 2024. Our Trop2 ADC and other undisclosed discovery-stage product candidates are based on our proprietary PH-1 platform of toxin payloads targeting RNA splicing.

Despite commercial success of the ADCs currently on the market, there continues to be a need for ADCs that not only deliver antibody-directed payloads selectively to their tumors, but to also release them safely via improved linker technology and avoid off- target toxicities. Secondly, we believe that adding an immunomodulatory effect to our toxin(s) that engages our immune systems to assist in the cancer killing would contribute to improved tumor killing.

Our lead product candidate for which we are seeking a strategic partner for, PHP-303 is a small molecule, 5th generation Phase 2 clinical-ready neutrophil elastase (NE) inhibitor (NEI). We are planning a Phase 2 clinical study in Alpha-1 anti-trypsin deficiency (AATD) patients. We have completed two Phase 1 trials of PHP-303 in healthy volunteers testing higher doses of PHP-303 by single-ascending dose (SAD) and multiple-ascending dose (MAD). PHP-303 demonstrated dose- dependent pharmacokinetics and the recommended Phase 2 dose was achieved in these trials. A maximum tolerated dose for PHP-303 was not achieved in these Phase 1 trials.

We do not have any products available for commercial sale, and we have not generated any product revenue from our portfolio of product candidates. Our ability to generate revenue sufficient to achieve profitability, if ever, will depend on the successful development and eventual commercialization of our potential therapies, which we expect, if it ever occurs, will take a number of years. The research and development efforts require significant amounts of additional capital and adequate personnel infrastructure. There can be no assurance that our research and development activities will be successfully completed, or that our potential therapies will be commercially viable.

We have incurred significant losses since the commencement of our operations. Our net loss was $4.5 million for the six months ended June 30, 2024 and $12.8 million and $13.1 million for the years ended December 31, 2023 and 2022, respectively. Since the end of June 30, 2024, we raised $2 million from the continued issuance of May 2024 Convertible Notes. We expect to incur significant expenses and operating losses for the foreseeable future as we continue our efforts to identify product candidates and seek regulatory approvals within our portfolio.

We will need additional financing to fund our ongoing activities and to close the Merger with Akari (defined below). We may raise this additional funding through the sale of equity, debt financings or other capital sources, including potential collaborations with other companies or other strategic transactions and funding under government contracts.

We may be unable to raise additional funds or enter into other arrangements when needed on favorable terms, or at all. There can be no assurances that other sources of financing will be available. Due to these uncertainties, there is substantial doubt about our ability to continue as a going concern.

The accompanying unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The unaudited condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or classification of liabilities that might result from the outcome of the uncertainties discussed above.

Recent Developments

Akari Merger

On March 4, 2024, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Akari Therapeutics, Plc, a public company limited by shares incorporated in England and Wales (“Akari”), and Pegasus Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Akari (“Merger Sub”), pursuant to which, upon the terms and subject to the conditions thereof, Merger Sub will be merged with and into Peak Bio (the “Merger”), with Peak Bio surviving the Merger as a wholly-owned subsidiary of Akari.

Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof, at the effective time of the Merger (the “Effective Time”), each issued and outstanding share of Common Stock (other than (x) shares of Common Stock held by us as treasury stock, or shares of Common Stock owned by Akari, Merger Sub or any direct or indirect wholly-owned subsidiaries of Akari and (y) Dissenting Shares (as defined in the Merger Agreement)), will be converted into the right to receive Akari American Depositary Shares (“Akari ADSs”) representing a number of Akari ordinary shares, par value $0.0001 per share (the “Akari Ordinary Shares”), equal to an exchange ratio calculated in accordance with the Merger Agreement (the “Exchange Ratio”), each such share duly and validly issued against the deposit of the requisite number of Akari Ordinary Shares in accordance with the Deposit Agreement (as defined in the Merger Agreement). The Exchange Ratio will be calculated such that the total number of shares of Akari ADSs to be issued as merger consideration for the Peak Common Stock will be expected to be, upon issuance, approximately 50% of the outstanding shares of Akari ADSs (provided, certain adjustments to this ratio will be made in respect of the net cash, as determined in accordance with the Merger Agreement, of each of Peak Bio and Akari at the close of business one business day prior to the anticipated consummation of the Merger). The Merger Agreement provides that, under certain circumstances, additional Akari ADSs may be issued to the holders of shares of Peak Common Stock following the consummation of the Merger equal to an exchange ratio calculated in accordance with the Merger Agreement (the “Additional Exchange Ratio”).

At the Effective Time, each warrant to purchase capital stock of Peak Bio (“Peak Warrant”) outstanding immediately prior to the Effective Time will be converted into and exchangeable for warrants to purchase a number of Akari Ordinary Shares or Akari ADSs, as determined by Akari (each, an “Adjusted Warrant”), on substantially similar terms and subject to substantially similar conditions as were applicable to such Peak Warrant immediately prior to the Effective Time, except (i) for terms rendered inoperative by reason of the transactions contemplated by the Merger Agreement, (ii) as provided in the following sentence and (iii) such amendments to the terms of the Adjusted Warrants as are necessary to comply with applicable Law (as defined in the Merger Agreement). The number of Akari Ordinary Shares (or the number of Akari Ordinary Shares underlying Akari ADSs, as applicable) subject to each Adjusted Warrant will be equal to the number of shares of Peak Common Stock issuable upon exercise of such Peak Warrant immediately prior to the Effective Time multiplied by the Exchange Ratio, with any fractional Akari Ordinary Shares or Akari ADSs rounded down to the nearest whole Akari Ordinary Share or Akari ADS, as applicable, and the exercise price with respect to each Akari Ordinary Share (or each Akari Ordinary Share underlying Akari ADSs, as applicable) underlying such Adjusted Warrant will be equal to the exercise price of such Peak Warrant immediately prior to the Effective Time divided by the Exchange Ratio. The grant of the Adjusted Warrants will be effected as of the Effective Time, or as soon thereafter as is reasonably practicable, taking into account Parent’s administrative procedures. The Adjusted Warrants will be further adjusted, if applicable, to give effect to the impact of the Additional Exchange Ratio.

Each option to acquire shares of Peak Common Stock (“Peak Option”) that is outstanding and unexercised immediately prior to the Effective Time, whether or not vested, will be assumed and converted into an option to purchase a number of Akari ordinary shares or Akari ADSs, as determined by Akari (each, an “Adjusted Option”). The number of Akari Ordinary Shares (or the number of Akari Ordinary Shares underlying Akari ADSs, as applicable) subject to the Adjusted Option will be equal to the product of (i) the total number of shares of Peak Common Stock subject to such Peak Option immediately prior to the Effective Time multiplied by (ii) the Exchange Ratio, with any fractional Akari Ordinary Shares or Akari ADSs rounded down to the nearest whole Akari Ordinary Share or Akari ADS, as applicable, and the exercise price per share of each Adjusted Option will be equal to the exercise price of such Peak Option immediately prior to the Effective Time divided by the Exchange Ratio. The Adjusted Options will be further adjusted, if applicable, to give effect to the impact of the Additional Exchange Ratio.

Voting Agreements

Concurrently with the Merger Agreement, we and Akari entered into voting and support agreements (the “Voting Agreements”) with certain stockholders of Peak Bio (the “Peak Stockholders”) and certain shareholders of Akari (the “Akari Shareholders” and, together with the Peak Stockholders, the “Supporting Holders”). The Supporting Holders have agreed to, among other things, vote their shares in favor of the Merger Agreement and the Merger or the issuance of Akari Ordinary Shares in connection therewith, as applicable, in accordance with the recommendation of the respective boards of directors of Peak Bio and Akari.

Bylaws Amendment

In connection with the execution of the Merger Agreement, on March 3, 2024, our Board approved an amendment to our Amended and Restated Bylaws (the “Bylaws Amendment”), which became effective immediately. The Bylaws Amendment requires that, unless we consent in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer, employee or stockholder (including a beneficial owner) of the Company to the Company or the Company’s stockholders, (iii) any action asserting a claim against any director, officer, employee or stockholder (including a beneficial owner) of the Company arising under any provision of the Delaware General Corporation Law (“DGCL”) or the bylaws or the certificate of incorporation of the Company, or (iv) any action asserting a claim governed by the internal affairs doctrine shall, to the fullest extent permitted by law, be the Court of Chancery of the State of Delaware (or if the Court of Chancery for the State of Delaware does not have jurisdiction, a state court located within the State of Delaware or, if no state court located within the State of Delaware has subject matter jurisdiction, the federal district court for the District of Delaware). In addition, the Bylaws Amendment provides that unless the Company consents in writing to the selection of an alternative forum, the federal district courts of the United States shall be the exclusive forum for the resolution of any claim or cause of action arising under the Securities Act of 1933, as amended.

Financing

Secured Promissory Note

In January 2024, we received proceeds from a Senior Secured Promissory Note (the “Secured Founder Loan”) in the amount of $750,000 from our founder and director, Dr. Huh. In accordance with the terms of the Secured Founder Loan, we, also entered into a Security Agreement with Dr. Hue (the “Security Agreement”). The Secured Note has a maturity date on January 23, 2025 and carries an interest rate of 15% per annum. As security for payment of the Secured Note, the Security Agreement grants and assigns to the Founder the security interest in all of the assets of the Company and its subsidiaries.

December 2023 Convertible Note

In December, 2023, we raised proceeds from the issuance of convertible promissory notes in the aggregate principal amount of $1,000,000 (the “December 2023 Convertible Notes”). In addition, certain holders of April 2023 Convertible Notes agreed to exchange the aggregate amount of $187,950 of April 2023 Convertible Notes, including the accrued interest, into the same amount of December 2023 Convertible Notes.

In January and February 2024, we completed additional closes of the December 2023 Convertible Notes pursuant to which the Company issued the notes with the principal amount of $738,000. In addition, at those date, the holders of April 2023 Convertible Notes agreed to exchange the aggregate amount of $250,600 of April 2023 Convertible Notes, including the accrued interest, into the same amount of December 2023 Convertible Notes.

In consideration for its services in respect of the financing described above, we paid the Placement Agent a commission of $187,811. Further, upon conversion of the December 2023 Convertible Notes into Common Stock of the Company, the Placement Agent will receive shares of restricted Common Stock of the Company equal to (i) 4% of the total number of shares of Common Stock received upon conversion of the December 2023 Convertible Notes issued for the aggregate principal of $2,238,000 new capital and (ii) 1% of the total number of shares of Common Stock received upon conversion of the December 2023 Convertible Notes issued for the aggregate principal of $438,550 in exchange of the April 2023 Convertible Notes.

In December 2023, we issued a $500,000 related party December 2023 Convertible Note to the Key Company Stockholder. This note has the same terms as the December 2023 Convertible Notes outlined above.

May 2024 Convertible Notes

In May 2024, the Company entered into a secured convertible promissory note agreement pursuant to which the Company issued convertible notes in the aggregate principal amount of $1,324,500 (the “May 2024 Convertible Notes”).

In July 2024, the Company completed a final closing of the May 2024 Convertible Notes and entered into a secured convertible promissory note agreement pursuant to which the Company issued convertible notes in the aggregate principal amount of $2,175,000 (the “May 2024 Convertible Notes”).

The May 2024 Convertible Notes carry an interest rate of 10% per annum, have a maturity date of December 18, 2024. The terms of the May 2024 Convertible Notes provide for automatic conversion of the outstanding principal amount of the notes and all accrued and unpaid interest upon a business combination (as defined in the agreement) into the Company common stock at the Conversion Price. The Conversion Price is determined by reference to the purchase price payable in connection with such business combination, multiplied by 50%, where the price per share of the common stock is determined by reference to the 30-day volume weighted average price of our common stock on the public exchange immediately prior to conversion. In conjunction with the May 2024 Convertible Notes, we entered into the Security Agreement which grants and assigns the May 2024 convertible note holders a senior security interest in all of the assets of the Company and its subsidiaries.

White Lion Common Stock Purchase and Registration Rights Agreements

On November 3, 2022, we entered into a Common Stock Purchase Agreement (the “White Lion Purchase Agreement”) and Registration Rights (the “White Lion RRA”) with White Lion Capital, LLC, a Delaware limited liability company (“White Lion”). Pursuant to the White Lion Purchase Agreement, we have the right, but not the obligation, to require White Lion to purchase, from time to time, up to $100,000,000 in aggregate gross purchase price of newly issued shares of our Common Stock, subject to certain limitations and conditions set forth in the White Lion Purchase Agreement. Capitalized terms used but not otherwise defined in this section shall have the meanings given to such terms by the White Lion Purchase Agreement and the White Lion RRA.

We are obligated under the White Lion Purchase Agreement and the White Lion RRA to file a registration statement with the SEC to register the Common Stock under the Securities Act, for the resale by White Lion of shares of Common Stock that we may issue to White Lion under the White Lion Purchase Agreement.

Subject to the satisfaction of certain customary conditions including, without limitation, the effectiveness of a registration statement registering the shares issuable pursuant to the White Lion Purchase Agreement, our right to sell shares to White Lion will commence on the effective date of the registration statement and extend until November 1, 2025. During such term, subject to the terms and conditions of the White Lion Purchase Agreement, we may notify White Lion when we exercise our right to sell shares (the effective date of such notice, a “Notice Date”).

The number of shares sold pursuant to any such notice may not exceed (i) the lower of (a) the Purchase Notice Fixed Limit (described below) and (b) the product of (1) the Average Daily Trading Volume (as defined in the White Lion Purchase Agreement), and (2) the applicable Percentage Limit (as defined in the White Lion Purchase Agreement). The Purchase Notice Fixed Limit is $500,000 upon payment of the Initial Commitment Shares (as defined in the White Lion Purchase Agreement) and can be increased in two tranches: (A) to $1,000,000 following an aggregate purchase of $5,000,000 shares and issuance by us to White Lion of an additional $250,000 in Commitment Shares, and (B) to $2,000,000 following an aggregate purchase of $10,000,000 shares and issuance by the for payment of an additional $250,000 in Commitment Shares (as defined in the White Lion Purchase Agreement).

The applicable Percentage Limit is 40% or 150% depending on the price we agree to sell shares to White Lion. At an applicable Percentage Limit of 40%, the Purchase Price to be paid by White Lion for any such shares will equal 97% of lowest daily volume-weighted average price of Common Stock during a period of two consecutive Trading Days following the applicable Purchase Notice Date (as defined in the White Lion Purchase Agreement) until an aggregate of $50,000,000 in Purchase Notice Shares (as defined in the White Lion Purchase Agreement) have been purchased under White Lion Purchase Agreement, at which point the Purchase Price (as defined in the White Lion Purchase Agreement) to be paid by White Lion will equal 98% of the lowest daily volume-weighted average price of Common Stock during a period of two consecutive Trading Days following the applicable Purchase Notice Date. At an applicable Percentage Limit of 150%, the Purchase Price to be paid by White Lion for any such shares will equal 94.5% of the lowest daily volume-weighted average price of Common Stock during a period of three consecutive Trading Days following the applicable Purchase Notice Date.

We will have the right to terminate the White Lion Purchase Agreement at any time after commencement, at no cost or penalty, upon three (3) Trading Days’ prior written notice. Additionally, White Lion will have the right to terminate the White Lion Purchase Agreement upon three (3) days’ prior written notice to us if (i) there is a Fundamental Transaction (as defined in the White Lion Purchase Agreement), (ii) we are in breach or default in any material respect of the White Lion RRA, (iii) there is a lapse of the effectiveness, or unavailability of, the registration statement for a period of 45 consecutive Trading Days or for more than an aggregate of 90 Trading Days in any 365-day period, (iv) the suspension of trading of the Common Stock for a period of five (5) consecutive Trading Days, (v) the material breach of the White Lion Purchase Agreement by us, which breach is not cured within the applicable cure period or (vi) a Material Adverse Effect (as defined in the White Lion Purchase Agreement) has occurred and is continuing. No termination of the White Lion Purchase Agreement will affect the registration rights provisions contained in the White Lion RRA.

In consideration for the commitments of White Lion, as described above, we have agreed that it will issue to White Lion shares of Common Stock having a value of $250,000 based upon the Closing Sale Price (as defined in the White Lion Purchase Agreement) of Common Stock two Trading Days prior to the filing of the Initial Registration Statement as Initial Commitment Shares. We may increase the number of shares it may sell to White

Lion by issuing additional Commitment Shares in two additional tranches of $250,000 each. We issued Initial Commitment Shares of 50,200 shares of Common Stock to White Lion, based upon the Closing Sale Price of our Common Stock of $4.98 per share on November 30, 2022.

Concurrently with the execution of the White Lion Purchase Agreement, we entered into the White Lion RRA with White Lion in which we have agreed to register the shares of Common Stock purchased by White Lion with the SEC for resale within 30 days of the consummation of a business combination. The White Lion RRA also contains usual and customary damages provisions for failure to file and failure to have the registration statement declared effective by the SEC within the time periods specified.

In March 2023, we entered into an amendment to the White Lion Purchase Agreement to give us the right, but not the obligation to require White Lion to purchase shares of our common stock while trading on the OTC Market. Under the terms of the amendment, we will issue to White Lion within five (5) Trading Days following the effective date of the amendment fully paid, non-assessable shares of our Common Stock equal to the quotient obtained by dividing (i) $250,000 and (ii) the lowest traded sale price of the common stock of the 10 (ten) Trading Days prior to the effective date of the amendment, minus 50,200. In March 2023, as compensation for its commitment to enter into the amendment, we issued 412,763 shares of our common stock to White Lion.

In August 2023, we and White Lion entered into a second amendment to the Common Stock Purchase Agreement (the “Second Amendment”). The Second Amendment includes, among other things, the right of the Company to issue a Purchase Notice (defined in the Second Amendment as an “Accelerated Purchase Notice”) requesting White Lion to purchase newly issued shares of common stock from us, subject to acceptance by White Lion, with pricing of the shares to be sold by us to White Lion under such Accelerated Purchase Notice determined on the date of issuance by us of the Accelerate Purchase Notice and acceptance by White Lion (the date of such notice defined as the “Accelerated Valuation Period”). Such accelerated purchases pursuant to an Accelerated Purchase Notice will be sold to White Lion at a price, defined as an “Accelerated Purchase Price,” equal to the lower of (i) the opening price of common stock during the Accelerated Valuation Period, (ii) the closing price of the common stock during Accelerated Valuation Period, or (iii) the volume weighted average price of the common stock during Accelerated Valuation Period; provided, however, that if at the time we deliver an Accelerated Purchase Notice to Investor the price of the common stock is lower than the opening price of the common stock during the Accelerated Valuation Period, the Accelerated Purchase Price will be discounted by 20%. In addition, the Second Amendment provides for an “Accelerated Purchase Notice Limit” equal to 200%.

In addition, in the event we do not issue Purchase Notices (as defined in the White Lion Purchase Agreement) to White Lion providing for the purchase of at least $1,250,000 of Purchase Shares (as defined in the White Lion Purchase Agreement and Second Amendment) in the aggregate within 180 days following the effective date of the amendment, we will issue to White Lion an additional number of fully paid, non-assessable shares of common stock equal to the quotient obtained by dividing (i) $150,000 and (ii) the lowest Closing Sale Price (as defined in the White Lion Purchase Agreement and Second Amendment) of common stock of the 10 (ten) Trading Days prior to the 180th day following the effective date of the amendment.

In September 2023, we issued notices to purchase the total of 729,000 common shares to White Lion for the total proceeds of $105,317.

We issued no notices to purchase securities during the three and six months ended June 30, 2024.

Components of Results of Operations

Our unaudited condensed consolidated financial statements for the three and six months ended June 30, 2024 include the accounts of Peak Bio Co., Ltd. and its subsidiary, Peak Bio CA., Inc. All intercompany balances and transactions have been eliminated in consolidation.

Revenue

Our revenue has historically been generated through grants from government organizations. We currently have no commercially approved products. Grant revenue is recognized during the period that the research and development services occur, as qualifying expenses are incurred or conditions of the grants are met. Qualifying expenses are recognized when incurred as research and development expenses. Expenses for grants are tracked by using a project code specific to the grant, and the employees also track hours worked by using the project code.

Grant Revenue

Our grant revenues are derived from research programs with the Department of Defense, US Army Medical Research Acquisition Activity for work on a COVID-19 therapeutic.

Grants awarded to us for research and development by government entities are outside the scope of the contracts with customers and contributions guidance. This is because these granting entities are not considered to be customers and are not receiving reciprocal value for their grant support provided to us. These grants provide us with payments for certain types of expenditures in return for research and development activities over a contractually defined period.

We recognize grant revenue based on the reimbursable costs that are incurred during the period, up to pre-approved award limits. The expenses associated with these reimbursements are reflected as a component of research and development expense in our consolidated statements of operations and comprehensive loss.

Research and Development Expense

We expense research and development costs as incurred. Research and development expense consist primarily of costs related to personnel, including salaries and other personnel related expenses, contract manufacturing and supply, consulting fees, and the cost of facilities and support services used in drug development. Assets acquired that are used for research and development and have no future alternative use are expensed as in-process research and development.

General and Administrative Expenses

General and administrative expenses consist primarily of salaries and related benefits, including stock-based compensation, related to our executive, finance, business development, legal, human resources and support functions. Other general and administrative expenses include professional fees for auditing, tax, consulting and patent-related services, rent and utilities and insurance.

Results of Operations for the three months ended June 30, 2024 and 2023

The following table provides our selected financial information:


	Three Months Ended June 30,						Change
	2024			2023			Amount
Revenues	$	—		$	—		$	—
Operating expenses
Research and development		108,643			371,154			(262,511	)
General and administrative		1,281,985			2,299,058			(1,017,073	)
Impairment Loss		—			—			—
Total operating expenses		1,390,628			2,670,212			(1,279,584	)
Loss from operations		(1,390,628	)		(2,670,212	)		1,279,584
Other income (expense), net		(687,239	)		(3,274,015	)		2,586,776
Loss before income tax expense	$	(2,077,867	)	$	(5,944,227	)	$	3,866,360

Revenue

Our revenue has historically been generated through grants from government organizations. The total revenue for government grants was $0 for the six months ended June 30, 2024 and 2023. We performed no work under the government grant with the Department of Defense, US Army Medical Research Acquisition Activity during the three months ended June 30, 2024.

Research and Development Expense

The following table summarizes our research and development expenses:


	Three Months Ended June 30,
	2024		2023
Third-party direct project expenses
PHP-303	$	2,816	$	14,384
PH-1 ADC Platform		32,393		77,414
General program expenses and other pre-clinical programs		—		—
Total third-party direct project expenses		35,209		91,798
Other research and development costs
Personnel costs		60,553		275,156
Facilities and other costs		12,881		4,200
Total other research and development costs		73,434		279,356
Total research and development expenses	$	108,643	$	371,154

Research and development expense decreased by $0.3 million during the three months ended June 30, 2024 compared to the three months ended June 30, 2023. The decrease was primarily due to the decrease in personnel costs driven by a reduction of R&D headcount during 2023.

General and Administrative Expense

General and administrative expense decreased by $1 million during the three months ended June 30, 2024 compared to the three months ended June 30, 2023. The decrease was primarily due to a decrease in personnel costs of $0.2 million driven by a reduction of general and administrative personnel during 2023 and a decrease in professional fees related to public filings of $0.8 million.

Other Income, Net

Other income, net increased by $2.5 million during the three months ended June 30, 2024 compared to the three months ended June 30, 2023 primarily due to the decrease in interest expense, including the amortization of related discounts on the November 2022 Convertible Notes, April 2023 Convertible Notes and December 2023 Convertible Notes, of $0.5 million and a reduction in the loss on the fair value adjustment to the derivative liability of $0.3 million.

During the three months ended June 30, 2023, we recognized the loss on the fair value adjustment to the warrant liability of $0.7 million and a loss on debt extinguishments of $1 million, with no similar losses recognized during the three months ended June 30, 2024.

Results of Operations for the six months ended June 30, 2024 and 2023

The following table provides our selected financial information:


	Six Months Ended June 30,						Change
	2024			2023			Amount
Revenues	$	—		$	13,854		$	(13,854	)
Operating expenses
Research and development		178,912			1,084,260			(905,348	)
General and administrative		3,416,544			5,303,880			(1,887,336	)
Impairment Loss		—			3,513,999			(3,513,999	)
Total operating expenses		3,595,456			9,902,139			(6,306,683	)
Loss from operations		(3,595,456	)		(9,888,285	)		6,292,829
Other income (expense), net		(917,112	)		(2,822,775	)		1,905,663
Loss before income tax expense	$	(4,512,568	)	$	(12,711,060	)	$	8,198,492

Revenue

Our revenue has historically been generated through grants from government organizations. The total revenue for government grants was $0 and $13,854 for the six months ended June 30, 2024 and 2023, respectively. We

performed no work under the government grant with the Department of Defense, US Army Medical Research Acquisition Activity during the six months ended June 30, 2024.

Research and Development Expense

The following table summarizes our research and development expenses:


	Six Months Ended June 30,
	2024		2023
Third-party direct project expenses
PHP-303	$	13,700	$	35,995
PH-1 ADC Platform		51,297		135,686
General program expenses and other pre-clinical programs		—		—
Total third-party direct project expenses		64,997		171,681
Other research and development costs
Personnel costs		95,799		676,890
Facilities and other costs		18,116		235,689
Total other research and development costs		113,915		912,579
Total research and development expenses	$	178,912	$	1,084,260

Research and development expense decreased by $0.9 million during the six months ended June 30, 2024 compared to the six months ended June 30, 2023. The decrease was primarily due to the decrease in personnel costs of $0.4 million driven by a reduction of R&D headcount during 2023, a decrease in stock based compensation of $0.2 million, and a decrease in facility related and other costs, following the abandonment of our premises in Palo Alto, California of $0.2 million.

General and Administrative Expense

General and administrative expense decreased by $1.9 million during the six months ended June 30, 2024 compared to the six months ended June 30, 2023. The decrease was primarily due to a decrease in personnel costs of $0.5 million driven by a reduction of general and administrative personnel during 2023, a decrease in stock based compensation of $0.1 million, decrease in facility related expense $0.2 million, and a decrease in professional fees related to public filings of $1 million.

Impairment Loss on Operating Lease Right-of-Use Asset

We recognized an impairment loss on the operating lease right-of-use asset of $3.5 million due to the abandonment of the premises in Palo Alto, California for the six months ended June 30, 2024.

Other Income, Net

Other income, net increased by $1.9 million during the six months ended June 30, 2024 compared to the six months ended June 30, 2023 primarily due to the decrease in interest expense, including the amortization of related discounts on the November 2022 Convertible Notes, April 2023 Convertible Notes and December 2023 Convertible Notes, of $0.3 million, a reduction in the loss on the fair value adjustment to the derivative liability of $0.2 million, and other income of $0.2 million related to the settlement of liability with a related party.

During the six months ended June 30, 2023, we recognized the loss on the fair value adjustment to the warrant liability of $0.2 million and a loss on debt extinguishments of $1 million, with no similar losses recognized during the six months ended June 30, 2024.

Liquidity and Capital Resources

Sources of Liquidity

Since our inception, we have not generated any revenue from product sales and have incurred significant operating losses and negative cash flows from our operations. Our net loss was $4.5 million for the six months ended June 30, 2024 and $12.8 million and $13.1 million for the years ended December 31, 2023 and 2022, respectively. At June 30, 2024 we had cash of $0.2 million.

Since the beginning of 2024, we raised aggregate gross proceeds of approximately $0.7 million from the issuance of December 2023 Convertible Notes, $0.75 million from the issuance of Secured Founder Loan and $3.5 million from the issuance of May 2024 Convertible Notes.

Funding Requirements

We expect to incur losses from operations for the foreseeable future primarily due to research and development expenses, including expenses related to conducting research activities, pre-clinical expenses and clinical trials. Our future capital requirements will depend on a number of factors, including:

•

the scope, progress, results and costs of our clinical trials, including but not limited to PHP-303 and our PH-1 ADC Platform;

•

the cost of manufacturing drug supply for our clinical and preclinical studies;

•

the future results of on-going preclinical research and subsequent clinical trials for treatments for oncology, genetic disease, liver disease, inflammation, and other pipeline candidates we may identify from time to time, including our ability to obtain regulatory approvals;

•

any changes in regulatory standards relating to the review of our product candidates; and our ability to timely obtain such required regulatory approvals;

•

the number and development requirements of other product candidates that we pursue;

•

the emergence of competing technologies and other adverse market developments;

•

our ability, and the ability of our third-party manufacturers, to manufacture or supply sufficient quantities of clinical products;

•

the costs of future commercialization activities, if any, including establishing sales, marketing, manufacturing and distribution capabilities, for any of our product candidates for which we receive marketing approval;

•

our ability to achieve the degree of market acceptance necessary for future commercial success of our product candidates for which we receive marketing approval, if any;

•

the costs of preparing, filing, and prosecuting patent applications and maintaining, enforcing, and defending intellectual property-related claims;

•

the impact of litigation that may be brought against us or of litigation that we may pursue against others;

•

the extent to which we acquire or invest in businesses, products, and technologies;

•

our ability to successfully integrate acquired products and technologies into our business, including the possibility that the expected benefits of the transactions will not be fully realized by us or may take longer to realize than expected;

•

our ability to establish and maintain collaborations, partnerships or other similar arrangements and to obtain or satisfy any milestone, royalty, or other payments from any such collaborations;

•

the extent to which our business could be adversely impacted by the effects of COVID-19 outbreak, including due to actions by us, governments, suppliers or other third parties to control the spread of COVID-19, or by other health epidemics or pandemics; and

•

the costs of operating as a public company.

We expect to incur significant expenses and operating losses for the foreseeable future as we continue our efforts to identify product candidates and seek regulatory approvals within our gene therapy portfolio.

Additional financing will be needed to fund our ongoing activities. We may raise this additional funding through the sale of equity, debt financings or other capital sources, including potential collaborations with other companies or other strategic transactions and funding under government contracts. We may be unable to raise additional funds or enter into such other arrangements or arrangement when needed on favorable terms, or at all. If we are unable to raise capital when needed or on attractive terms, we could be forced to delay, reduce or eliminate

certain of our research and development programs. There can be no assurances that other sources of financing would be available. Due to these uncertainties, there is substantial doubt about our ability to continue as a going concern.

Our future operations are highly dependent on a combination of factors, including (i) the timely and successful completion of additional financing; (ii) the success of our research and development programs; (iii) the development of competitive therapies by other biotechnology and pharmaceutical companies, (iv) our ability to attract and retain key employees, (v) our ability to manage growth of the organization; (vi) our ability to protect our proprietary technology; and ultimately (vii) regulatory approval and market acceptance of our product candidates.

Cash Flows Discussion

The following table summarizes our cash flows for the periods indicated:


	Six Months Ended June 30,
	2024			2023
Net cash used in operating activities	$	(2,323,069	)	$	(2,673,507	)
Net cash used in investing activities		66,500			—
Net cash provided by financing activities		2,116,667			2,028,049
Net (decrease) increase in cash, cash equivalents and restricted cash	$	(139,902	)	$	(645,458	)

Operating Activities

Net cash used in operating activities for the three months ended June 30, 2024 was approximately the same as the net cash used for the six months ended June 30, 2023. Although the operating expenses decreased by $6.5 million in 2024 as compared to 2023, this decrease was offset by the increase in accounts payable and accruals due to the timing of the cash outlays. The decrease in the operating expenses is due to the reduction in facilities expenses, reduction in headcount of general and administrative employees, and decreases in direct project expenses related to the PHP-303 program, the PH-1 ADC Platform, and other general and pre-clinical programs as a result of delays in our ongoing and planned research activities.

Investing Activities

During the six months ended June 30, 2024, we sold research equipment for gross proceeds of $66,500. There there was no net cash used in investing activities during the six months ended June 30, 2023.

Financing Activities

During the six months ended June 30, 2024 net cash provided by financing activities was driven by the net proceeds from additional closes of the December 2023 Convertible Notes in the amount of $0.7 million, proceeds from the close of the May 2024 Convertible Notes in the amount of $1.3 million and proceeds from a related party loan of $0.7 million, partially offset by repayment of the Insurance Financing Payable of $0.6 million.

During the six months ended June 30, 2023 net cash provided by financing activities was driven by the net proceeds from issuance of April 2023 convertible notes payable of $2.1 million, proceeds from exercise of warrants of $0.4 million and proceeds from a related party loan of $0.3 million, partially offset by repayment of the insurance financing of $0.7 million.

Contractual Obligations and Commitments

In October 2021, we entered into a lease for laboratory and office facilities in Palo Alto, California that expires in March 2027 with a five-year renewal option and opened a secured letter of credit with a third-party financial institution in lieu of a security deposit for $177,000. Base rent for this sublease is approximately $89,000 monthly with annual escalations of 3%. In March 2023, we vacated the premises and returned possession of the premises to the landlord in April 2023. The full amount of the security deposit has been applied to back rent and we are still responsible for the outstanding payments under the lease. In June 2024, the landlord was awarded a default judgment against the Company in the amount of $796,773, primarily representing past due rent which is included in the operating lease liability. The Company is in the process of negotiating a settlement with the landlord.

to be performed. Additionally, the Company reimbursed pH Pharma Co., Ltd $3,000 per month in lease payments from March 1, 2022 through February 28, 2023. At December 31, 2023, the balance payable to pH Pharma Co., Ltd under this agreement was $309,534, which was included in accounts payable in the consolidated balance sheet. On January 31, 2024, the Company and pH Pharma Co., Ltd entered into a settlement agreement, settled the outstanding debt for a one-time payment of $85,000, resulting in $207,967 recognized during three months ended March 31, 2024 in cancellation of trade liability, and terminated the administrative services and facilities agreement. The Company recognized $0 expenses under the administrative services and facilities agreement for the three months ended June 30, 2024 and 2023. The Company recognized $0 and $36,357 expenses under the administrative services and facilities agreement for the six months ended June 30, 2024 and 2023, respectively.

Critical Accounting Policies and Significant Judgments and Estimates

The preparation of our unaudited interim condensed consolidated financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America and our discussion and analysis of our financial condition and operating results require our management to make judgments, assumptions and estimates that affect the amounts reported. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.

Our significant accounting policies and estimates are described in Note 2, “Summary of Significant Accounting Policies,” of the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed with the SEC on August 5, 2024, which describes the significant accounting policies and methods used in the preparation of our consolidated financial statements.

There have been no material changes to our critical accounting policies and estimates as from the date upon which we filed our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 with the SEC.

Recently Adopted Accounting Standards

In November 2023, the FASB issued ASU 2023-07, Segment Reporting: Improvements to Reportable Segment Disclosures. This ASU modified the disclosure and presentation requirements primarily through enhanced disclosures of significant segment expenses and clarified that single reportable segment entities must apply Topic 280 in its entirety. This guidance is effective for the Company for the year beginning January 1, 2024, with early adoption permitted. The amendments should be applied retrospectively to all prior periods presented in the financial statement. The Company adopted ASU 2023-07 on January 1, 2024 and the adoption did not have a material effect on the Company’s consolidated financial statements.

2020, including interim periods within those fiscal years. The Company adopted ASU 2020-06 on January 1, 2024.

On January 1, 2024, on adoption of ASU 2020-06, the Company determined that the April 2023 Conversion Feature Liability met the derivative accounting scope exception and the conversion feature no longer required bifurcation form the April 2023 Convertible Notes and April 2023 Convertible Notes, related party (see Note 10). On January 1, 2024, the fair value of the fair value of the April 2023 Conversion Feature Liability was zero. Therefore, the adoption had no impact on the Company’s unaudited condensed consolidated financial statements.

Recently Issued Accounting Standards Not Yet Adopted

There were no other recently issued but not yet effective accounting pronouncements that will have a material effect on the accompanying unaudited condensed consolidated financial statements.

JOBS Act Accounting Election

We qualify as an “emerging growth company” as defined in the JOBS Act. An emerging growth company may take advantage of reduced reporting requirements that are not otherwise applicable to public companies. These provisions include, but are not limited to:

•

being permitted to present only two years of audited financial statements and only two years of related Management’s Discussion and Analysis of Financial Condition and Results of Operations in this Form 10-Q;

•

not being required to comply with the auditor attestation requirements on the effectiveness of our internal controls over financial reporting;

•

not being required to comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis);

•

reduced disclosure obligations regarding executive compensation arrangements; and

•

exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

We may use these provisions until the last day of our fiscal year in which the fifth anniversary of the completion of this offering occurs. However, if certain events occur prior to the end of such five-year period, including if we become a “large accelerated filer,” our annual gross revenue exceeds $1.235 billion, or we issue more than $1.0 billion of non-convertible debt in any three-year period, we will cease to be an emerging growth company prior to the end of such five-year period.

We have elected to take advantage of certain of the reduced disclosure obligations in this Form 10-Q and may elect to take advantage of other reduced reporting requirements in future filings. As a result, the information that we provide to our shareholders may be different than the information you receive from other public companies in which you hold stock.

The JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards, until those standards apply to private companies. We have elected to take advantage of the benefits of this extended transition period and, therefore, we will not be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards. Until the date that we are no longer an emerging growth company or affirmatively and irrevocably opt out of the exemption provided by Section 7(a)(2)(B) of the Securities Act upon issuance of a new or revised accounting standard that applies to our financial statements and that has a different effective date for public and private companies, we will disclose the date on which we will adopt the recently issued accounting standard.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Not applicable.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2024. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, mean controls and other procedures of a company that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. Disclosure controls include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to management, including our principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of June 30, 2024, our chief executive officer and chief financial officer concluded that, as of such date, our disclosure controls and procedures were not effective as of the end of the period covered by this Quarterly Report on Form 10-Q due to material weaknesses in our internal control over financial reporting as describe below.

A material weakness is a control deficiency (within the meaning of the Public Company Accounting Oversight Board (United States) Auditing Standard No. 2201) or combination of control deficiencies that result in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. Management has identified the following material weaknesses:

•

Formal documentation of the Company’s internal control over financial reporting including risk assessments and processes needed to mitigate critical risks does not exist.

•

The Company lacks sufficient resources with respect to the number of people employed in its accounting department and the adequacy of their training in relation to its financial reporting requirements.

•

The Company’s internal control over financial reporting is ineffective with respect to its financial closing process in the following areas:

Preparation, review and approval of journal entries including the reasonableness of critical accounting estimates;

Completeness and proper cut-off of accrued liabilities;

Evaluation of third-party financial reporting advisors' capabilities and the monitoring and evaluation of the accuracy and completeness of their work product;

Timely closings as required to maintain compliance with reporting deadlines under applicable Securities and Exchange Commission regulations; and

Accuracy of diluted earnings per share calculation.

•

The Company experienced difficulties in applying complex accounting principles including:

Financial instruments accounted for under ASC 480 and ASC 815-10;

Differentiating between contractual liabilities and gain and loss contingencies; and

Fair value measurements.

Planned Remediation

Management continues to work to improve its controls related to our material weaknesses, specifically implementing improved processes and internal controls, and hiring outside consultants, to ensure the proper application of accounting practices and guidance. We also intend to increase our accounting staff as soon as economically feasible and sustainable to remediate these material weaknesses. These material weaknesses will not be considered to be remediated until the applicable remediated controls are operating for a sufficient period of time and management has concluded that these controls are operating effectively.

Changes in Internal Control

Except for the hiring of outside consultants as noted above, there has been no change in our internal control over financial reporting as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act during our most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

We are not currently a party to any material legal proceedings. At each reporting date, we evaluate whether a potential loss amount or a potential range of loss in respect of legal proceedings is probable and reasonably estimable under the provisions of the authoritative guidance that addresses accounting for contingencies. We expense the costs related to our legal proceedings as incurred.

Item 1A. Risk Factors.

In addition to the other information set forth in this report, you should carefully consider the risk factors discussed in Part I, Item 1A. “Risk Factors” in our Annual report on Form 10-K for the fiscal year ended December 31, 2023, which could materially affect our business, financial condition, or results of operations. There have been no material changes in or additions to the risk factors referred to in the previous sentence.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None

Item 3. Defaults Upon Senior Securities.

None

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.

Furnish the exhibits required by Item 601 of Regulation S-K (§ 229.601 of this chapter).


Exhibit Number		Description
10.1		Form of Convertible Note Agreement, dated May 28, 2024, by and between Peak Bio, Inc. and the Investors party thereto (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on June 7, 2024).
10.2		Form of Convertible Note Agreement, dated July 12, 2024, by and between Peak Bio, Inc. and the Investors party thereto (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on July 17, 2024).


31.1*		Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).
32.2*		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).
101.INS		Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	PEAK BIO, INC.

Date: August 23, 2024	By:	/s/ Stephen LaMond
		Stephen LaMond
		Interim Chief Executive Officer and Director
		(principal executive officer)


Date: August 23, 2024	By:	/s/ Divya Patel
		Divya Patel
		Acting Chief Financial Officer


			(principal financial and accounting officer)

EXHIBIT 31.1

Certification of Principal Executive Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Stephen LaMond, certify that:

I have reviewed this Quarterly Report on Form 10-Q of Peak Bio, Inc.;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 23, 2024

/s/ Stephen LaMond

Name: Stephen LaMond

Title: Interim Chief Executive Officer and Chief Operating Officer

EXHIBIT 31.2

Certification of Principal Financial Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Divya Patel, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Peak Bio, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



Date: August 23, 2024


/s/ Divya Patel
Name:	Divya Patel
Title:	Acting Chief Financial Officer (Principal Financial Officer)

EXHIBIT 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Peak Bio, Inc. (the “Company”) on Form 10-Q for the period ending June 30, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

The Report fully complies with the requirements of Section 13(a) or Section 15(d), of the Exchange Act; and

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations the Company.

Date: August 23, 2024

/s/ Stephen LaMond

Name: Stephen LaMond

Title: Interim Chief Executive Officer and Chief Operating Officer

EXHIBIT 32.2

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The Report fully complies with the requirements of Section 13(a) or Section 15(d), of the Exchange Act; and

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations the Company.

Date: August 23, 2024

/s/ Divya Patel

Name: Divya Patel

Title: Acting Chief Financial Officer (Principal Financial Officer)

Cover Page - shares	6 Months Ended
Cover Page - shares	Jun. 30, 2024	Aug. 23, 2024
Document Information Line Items
Entity Registrant Name	Peak Bio, Inc.
Trading Symbol	PKBO
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		23,124,888
Amendment Flag	false
Entity Central Index Key	0001834645
Entity Current Reporting Status	No
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Jun. 30, 2024
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q2
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	false
Entity Ex Transition Period	false
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	001-39951
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-2448157
Entity Address, Address Line One	4900 Hopyard Road., Suite 100
Entity Address, City or Town	Pleasanton
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94588
City Area Code	925
Local Phone Number	463-4800
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Security Exchange Name	NONE
Entity Interactive Data Current	No

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Current assets
Cash	$ 235,774	$ 381,649
Prepaid expenses and other current assets	1,095,939	1,992,458
Total current assets	1,331,713	2,374,107
Property and equipment, net	31,807	153,108
Restricted cash	60,000	60,000
Other noncurrent assets	11,136	9,200
Total Assets	1,434,656	2,596,415
Current liabilities:
Accounts payable	5,471,565	5,862,435
Accrued expenses	4,402,454	3,576,768
Operating lease liability	4,603,516	4,439,235
Insurance financing note	0	631,993
Derivative liability	1,853,694	361,704
Promissory note	350,000	350,000
Related party loans	1,651,370	901,370
Total current liabilities	24,025,358	20,522,714
Other noncurrent liabilities	0	230,650
Total liabilities	24,025,358	20,753,364
Commitments and Contingencies (Note 8)
Stockholders' Deficit
Preferred stock, $0.0001 par value; 10,000,000 shares authorized; none issued and outstanding	0	0
Common stock, par value of $0.0001 per share; 60,000,000 shares authorized; 23,124,888 shares issued and outstanding as of June 30, 2024 and December 31, 2023	2,312	2,312
Additional paid-in capital	19,949,103	19,918,594
Accumulated deficit	(42,684,051)	(38,171,483)
Accumulated other comprehensive income	141,934	93,628
Total stockholders' deficit	(22,590,702)	(18,156,949)
Total liabilities and stockholders' deficit	1,434,656	2,596,415
Nonrelated Party [Member]
Current liabilities:
Convertible notes	3,932,130	2,872,131
Related Party [Member]
Current liabilities:
Convertible notes	$ 1,760,629	$ 1,527,078

CONDENSED CONSOLIDATED BALANCE SHEETS (Parentheticals) - $ / shares	Jun. 30, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Preferred Stock, Par or Stated Value Per Share (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred Stock, Shares Authorized	10,000,000	10,000,000
Preferred Stock, Shares Issued	0	0
Preferred Stock, Shares Outstanding	0	0
Common Stock, Par or Stated Value Per Share (in Dollars per share)	$ 0.0001	$ 0.0001
Common Stock, Shares Authorized	60,000,000	60,000,000
Common Stock, Shares, Issued	23,124,888	23,124,888
Common Stock, Shares, Outstanding	23,124,888	23,124,888

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Revenue
Revenue	$ 0	$ 0	$ 0	$ 13,854
Operating expenses
Research and development	108,643	371,154	178,912	1,084,260
General and administrative	1,281,985	2,299,058	3,416,544	5,303,880
Impairment loss on operating right of use asset	0	0	0	3,513,999
Total operating expenses	1,390,628	2,670,212	3,595,456	9,902,139
Operating Loss	(1,390,628)	(2,670,212)	(3,595,456)	(9,888,285)
Other income (expense)
Interest income	1	20	3	26
Interest expense	(448,962)	(998,548)	(772,102)	(1,059,934)
Change in fair value of warrant liability	0	(712,857)	0	(187,857)
Change in fair value of derivative liability	(238,289)	(548,233)	(352,998)	(560,233)
Other (expense) income	11	(29)	18	(409)
Cancellation of trade liability	0	0	207,967	0
Loss on extinguishment of debt	0	(1,014,368)	0	(1,014,368)
Total other income (expense), net	(687,239)	(3,274,015)	(917,112)	(2,822,775)
Net loss	(2,077,867)	(5,944,227)	(4,512,568)	(12,711,060)
Other comprehensive income (loss):
Foreign currency translation	15,720	10,366	48,305	81,942
Total comprehensive loss	$ (2,062,147)	$ (5,933,861)	$ (4,464,263)	$ (12,629,118)
Weighted average number of shares outstanding, basic (in Shares)	23,124,888	20,254,118	23,124,888	20,047,100
Basic net loss per share (in Dollars per share)	$ (0.09)	$ (0.29)	$ (0.2)	$ (0.63)
Weighted average number of shares outstanding, Diluted	23,124,888	20,254,118	23,124,888	20,047,100
Diluted net loss per share (in Dollars per share)	$ (0.09)	$ (0.29)	$ (0.2)	$ (0.63)

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT (Unaudited) - USD ($)	Total	Common Stock	Additional Paid-in Capital	Accumulated Other Comprehensive Income (Loss)	Accumulated Deficit
Balance at Dec. 31, 2022	$ (8,094,477)	$ 1,978	$ 17,219,593	$ 29,518	$ (25,345,566)
Balance (in Shares) at Dec. 31, 2022		19,782,747
Issuance of common stock under White Lion Purchase Agreement as a financing fee	250,000	$ 41	249,959
Issuance of common stock under White Lion Purchase Agreement as a financing fee, shares		412,763
Share-based compensation	165,007		165,007
Foreign currency translation	71,576			71,576
Net loss	(6,766,834)				(6,766,834)
Balance at Mar. 31, 2023	(14,374,728)	$ 2,019	17,634,559	101,094	(32,112,400)
Balance (in Shares) at Mar. 31, 2023		20,195,510
Balance at Dec. 31, 2022	(8,094,477)	$ 1,978	17,219,593	29,518	(25,345,566)
Balance (in Shares) at Dec. 31, 2022		19,782,747
Capital Contribution from the Extinguishment of Ignyte Sponsor Promissory Note	211,643
Balance at Jun. 30, 2023	(19,319,248)	$ 2,086	18,623,833	111,460	(38,056,627)
Balance (in Shares) at Jun. 30, 2023		20,862,177
Balance at Mar. 31, 2023	(14,374,728)	$ 2,019	17,634,559	101,094	(32,112,400)
Balance (in Shares) at Mar. 31, 2023		20,195,510
Issuance of common stock upon exercise of April 2023 Convertible Note Warrants	644,261	$ 67	644,194
Issuance of common stock upon exercise of April 2023 Convertible Note Warrants, shares		666,667
Capital Contribution from the Extinguishment of Ignyte Sponsor Promissory Note	211,643		211,643
Share-based compensation	133,437		133,437
Foreign currency translation	10,366			10,366
Net loss	(5,944,227)				(5,944,227)
Balance at Jun. 30, 2023	(19,319,248)	$ 2,086	18,623,833	111,460	(38,056,627)
Balance (in Shares) at Jun. 30, 2023		20,862,177
Balance at Dec. 31, 2023	(18,156,949)	$ 2,312	19,918,594	93,628	(38,171,483)
Balance (in Shares) at Dec. 31, 2023		23,124,888
Share-based compensation	30,509		30,509
Foreign currency translation	32,586			32,586
Net loss	(2,434,701)				(2,434,701)
Balance at Mar. 31, 2024	(20,528,555)	$ 2,312	19,949,103	126,214	(40,606,184)
Balance (in Shares) at Mar. 31, 2024		23,124,888
Balance at Dec. 31, 2023	(18,156,949)	$ 2,312	19,918,594	93,628	(38,171,483)
Balance (in Shares) at Dec. 31, 2023		23,124,888
Capital Contribution from the Extinguishment of Ignyte Sponsor Promissory Note	0
Balance at Jun. 30, 2024	(22,590,702)	$ 2,312	19,949,103	141,934	(42,684,051)
Balance (in Shares) at Jun. 30, 2024		23,124,888
Balance at Mar. 31, 2024	(20,528,555)	$ 2,312	19,949,103	126,214	(40,606,184)
Balance (in Shares) at Mar. 31, 2024		23,124,888
Foreign currency translation	15,720			15,720
Net loss	(2,077,867)				(2,077,867)
Balance at Jun. 30, 2024	$ (22,590,702)	$ 2,312	$ 19,949,103	$ 141,934	$ (42,684,051)
Balance (in Shares) at Jun. 30, 2024		23,124,888

STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	3 Months Ended		6 Months Ended		12 Months Ended
STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Cash flows from Operating Activities:
Net loss	$ (2,077,867)	$ (5,944,227)	$ (4,512,568)	$ (12,711,060)
Adjustments to reconcile net income to net cash used in operating activities:
Share-based compensation			30,509	298,444
Depreciation			53,585	77,238
Accretion of discount on convertible notes payable			423,283	994,944
Change in fair value of warrant liability			0	187,857
Change in fair value of derivative liability			352,998	560,233
Loss on extinguishment of debt	0	1,014,368	0	1,014,368
Cancellation of trade liability	0	0	(207,967)	0
Issuance of shares for financing fee			0	250,000
Impairment loss on operating lease right-of-use asset	0	0	0	3,513,999
Loss on disposal of equipment			1,216	79,495
Amortization of right-of-use lease asset			0	167,073
Changes in operating assets and liabilities
Prepaid expenses and other current assets			895,591	1,262,146
Other noncurrent asset			(1,936)	0
Accounts payable			(128,820)	1,517,293
Accrued expenses and other current liabilities			837,409	647,879
Operating lease liability			164,281	26,734
Other noncurrent liabilities			(230,650)	(560,150)
Net cash used in operating activities			(2,323,069)	(2,673,507)
Cash flows from investing activities
Sale of property and equipment			66,500	0
Net cash used in investing activities			66,500	0
Cash flows from Financing Activities:
Proceeds from exercise of warrants			0	400,000
Repayment of insurance financing payable			(631,993)	(691,182)
Net cash provided by financing activities			2,116,667	2,028,049
Net decrease in cash			(139,902)	(645,458)
Effect of exchange rate changes on cash			(5,973)	25,236
Cash and restricted cash, beginning of year			441,649	894,591	$ 894,591
Cash and restricted cash, end of year	295,774	274,369	295,774	274,369	441,649
Components of cash, cash equivalents and restricted cash
Cash	235,774	214,369	235,774	214,369	381,649
Restricted cash	60,000	60,000	60,000	60,000
Total cash, cash equivalents and restricted cash	$ 295,774	274,369	295,774	274,369	$ 441,649
Supplemental Cash Flow Information [Abstract]
Cash paid for interest			56,683	0
Cash paid for taxes			0	0
Non-cash investing and financing activities:
Exchange of April 2023 Convertible Note for December 2023 Convertible Note			250,600	0
Capital Contribution from the Extinguishment of Ignyte Sponsor Promissory Note		$ 211,643	0	211,643
Exchange of related party loans for convertible notes, related party			0	1,130,775
Fair value of warrants issued with convertible notes, related party			0	786,967
Fair value of warrants issued with convertible notes			0	1,615,194
Fair value of derivative issued with convertible notes			0	849,146
Fair value of warrants exercised and reclassified to additional paid in capital			0	244,261
Secured Founder Loans [Member]
Cash flows from Financing Activities:
Proceeds from related party loan			750,000	0
Founder Loans [Member]
Cash flows from Financing Activities:
Proceeds from related party loan			0	250,000
April Two Thousand Twenty Three Convertible Notes [Member]
Cash flows from Financing Activities:
Proceeds from Convertible Debt			0	2,069,231
December Two Thousand Twenty Three Convertible Notes [Member]
Cash flows from Financing Activities:
Proceeds from Convertible Debt			674,160	0
May Two Thousand Twenty Four Convertible Notes [Member]
Cash flows from Financing Activities:
Proceeds from Convertible Debt			$ 1,324,500	$ 0

Description of the Business

6 Months Ended

Jun. 30, 2024

Accounting Policies [Abstract]

Description of the Business

Akari Merger Agreement

Voting Agreements

Risks and Uncertainties

Going Concern

Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2024

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Unaudited Financial Information

Use of Estimates

Restricted Cash

Restricted cash as of June 30, 2024 and December 31, 2023 consists of $60,000 in a restricted bank account established to secure the Company’s credit cards.

Impairment of Long-lived Assets

Net Loss Per Share


	June 30,		December 31,
	2024		2023
Common stock options		1,363,108		1,698,754
Common stock warrants		9,419,352		9,419,352
April 2023 Convertible Notes convertible into common stock		5,249,020		5,493,515

Recently Adopted Accounting Standards

In November 2023, the FASB issued ASU 2023-07, Segment Reporting: Improvements to Reportable Segment Disclosures. This ASU modified the disclosure and presentation requirements primarily through

Recently Issued Accounting Standards Not Yet Adopted

There were no other recently issued but not yet effective accounting pronouncements that will have a material effect on the accompanying unaudited condensed consolidated financial statements.

Prepaid and other current assets

6 Months Ended

Jun. 30, 2024

Prepaid Expense and Other Assets, Current [Abstract]

Property and Equipment

Prepaid and other current assets

Prepaid and other current assets consist of the following:


	June 30,		December 31,
	2024		2023
Prepaid directors and officers insurance current policies	$	489,093	$	1,222,734
Prepaid directors and officers insurance run-off policies		572,362		638,404
Other prepaid expenses		34,484		56,128
Other receivables		—		75,192
Prepaid and other current assets	$	1,095,939	$	1,992,458

Accrued Expenses

6 Months Ended

Jun. 30, 2024

Accrued Liabilities, Current [Abstract]

Accrued Expenses

Accrued expenses consist of the following:


	June 30,		December 31,
	2024		2023
Professional Fees	$	66,982	$	43,552
Accrued compensation		3,840,473		3,322,454
Other		494,999		210,762
Total accrued expenses	$	4,402,454	$	3,576,768

Share-Based Compensation

6 Months Ended

Jun. 30, 2024

Share-Based Payment Arrangement [Abstract]

Share-Based Compensation

The following table summarizes the stock option activity:


	Number of Options			Weighted-average exercise price per share		Weighted average remaining contractual term (in years)		Aggregate intrinsic value
Outstanding at December 31, 2023		1,698,754		$	5.28		1.9	$	—
Granted		—		$	—
Cancelled/Forfeited		(335,646	)	$	0.51
Exercised		—		$	—
Outstanding at June 30, 2024		1,363,108		$	6.46		1.9	$	—
Exercisable at June 30, 2024		1,363,108		$	6.46		1.9	$	—


	Six Months Ended June 30,
		2023
Expected volatility			79.3	%
Risk-free interest rate			4.66	%
Expected term (in years)			1.0
Expected dividend yield			0	%

was $30,509 and $298,444, respectively. As of June 30, 2024, there was no unrecognized compensation cost and all issued and outstanding stock options were exerciseable.


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Research and development	$	—	$	98,385	$	19,027	$	200,873
General and administrative		—		35,052		11,482		97,571
Total equity-based compensation	$	—	$	133,437	$	30,509	$	298,444

Related Party Transactions and Shared Service Costs

6 Months Ended

Jun. 30, 2024

Leases

6 Months Ended

Jun. 30, 2024

Leases [Abstract]

Leases

Rent expense for the three months ended June 30, 2024 and 2023 was $94,090 and $117,344, respectively. Rent

expense for the six months ended June 30, 2024 and 2023 was $195,708 and $389,833, respectively.

Commitments and Contingencies

6 Months Ended

Jun. 30, 2024

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Bayer Acquisition Agreement

The Company incurred zero expenses under this agreement as no milestones have been achieved since inception, and no products were sold from inception through June 30, 2024.

Debt

6 Months Ended

Jun. 30, 2024

Debt Disclosure [Abstract]

Debt

Related Party Loans

Founder Loans

Secured Founder Loan

Promissory Note

As of June 30, 2024 and December 31, 2023, the outstanding balance on the Promissory Note was $378,622, including principal of $350,000 and $28,622 in accrued interest.

April 2023 Convertible Notes


Expected volatility	72.8	%
Risk-free interest rate	3.51	%
Expected term (in years)	5.0
Expected dividend yield	0	%


Expected volatility	66.5	%
Risk-free interest rate	4.94	%
Expected term (in years)	0.5
Expected dividend yield	0	%

April 2023 Convertible Notes, related party

December 2023 Convertible Notes

December 2023 Convertible Notes, related party

May 2024 Convertible Notes

May 2024 Convertible Notes, related party

Insurance Financing Note

Stockholders' Equity

6 Months Ended

Jun. 30, 2024

Stockholders' Equity Note [Abstract]

Stockholders' Equity

10.

Stockholders' Equity

Key Company Stockholder Agreements

White Lion Common Stock Purchase and Registration Rights Agreements

As at June 30, 2024 and December 31, 2023, the Company had no outstanding purchase notices issued to White Lion.

Public Warrants

The Company may call the warrants for redemption:

•

in whole and not in part;

•

at a price of $0.01 per warrant;

•

at any time after the warrants become exercisable,

•

upon not less than 30 days’ prior written notice of redemption to each warrant holder; and

•

if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants.

There were no exercises or forfeitures of the Public Warrants during the three and six months ended June 30, 2024.

Private Placement Warrants

The following weighted average assumptions were used in determining the fair value of the Private Placement Warrants at June 30, 2024:


	June 30,
		2024
Expected volatility			100	%
Risk-free interest rate			4.52	%
Expected term (in years)			3.34
Expected dividend yield			0	%

There were no exercises or forfeitures of the Private Placement Warrants three and six months ended June 30, 2024.

April 2023 Convertible Note Warrants

The summary of the Company's outstanding common stock warrants at June 30, 2024 is as follows:


Description	Number of Warrants		Exercise price per share		Expiration Date
Private Placement Warrants		2,500,000	$	11.50	11/1/2027
Public Warrants		2,875,000	$	11.50	11/1/2027
April 2023 Convertible note warrants		3,868,060	$	0.60	4/28/2028
April 2023 Convertible note warrants, related party		176,292	$	0.60	4/28/2028
Total		9,419,352

Fair Value of Financial Instruments

6 Months Ended

Jun. 30, 2024

Fair Value Disclosures [Abstract]

Fair Value of Financial Instruments

11.

Fair Value of Financial Instruments

The following table sets forth the Company’s financial instruments that were measured at fair value on a recurring basis by level within the fair value hierarchy


	Fair Value Measurement at June 30, 2024
	Total		Level 1		Level 2		Level 3
								-
Derivative liability		1,853,694		—		—		1,853,694
Warrant liability	Less than $1			—		—	Less than $1
Total Liabilities	$	1,853,694	$	—	$	—	$	1,853,694


	Fair Value Measurement at December 31, 2023
	Total		Level 1		Level 2		Level 3
								-
Derivative liability		361,704		—		—		361,704
Warrant liability	Less than $1			—		—	Less than $1
Total Liabilities	$	361,704	$	—	$	—	$	361,704

The table below presents the changes in Level 3 liabilities (assets) measured at fair value on a recurring basis during the three months ended June 30, 2024 and 2023:


	White Lion Derivative Liability			Key Company Stockholder Forward Liability (Asset)			Private Placement Warrants Liability			November 2022 Convertible Note Liability		April 2023 Conversion Feature Liability		April 2023 Convertible Notes Warrants Liability			December 2023 Conversion Feature Liability		May 2024 Conversion Feature Liability
Balance at January 1, 2023	$	1,000		$	(13,000	)	$	525,000		$	165,000	$	—	$	—		$	—	$	—
Change in fair value		(1,000	)		13,000			(525,000	)		—		—		—			—		—
Balance at March 31, 2023	$	—		$	—		$	—		$	165,000	$	—	$	—		$	—	$	—
Inception Date		—			—			—			—		849,146		2,402,161			—		—
Capital Contribution to Equity on Exercise of Warrants		—			—			—			—		—		(244,261	)		—		—
Change in fair value		—			—			—			—		548,233		712,857			—		—
Balance at June 30, 2023	$	—		$	—		$	—		$	165,000	$	1,397,379	$	2,870,757		$	—	$	—

Balance at January 1, 2024	$	—		$	—		$	—		$	—	$	—	$	—		$	361,704	$	—
Issuance of December 2023 Convertible Notes		—			—			—			—		—		—			211,842		—
Change in fair value		—			—			—			—		—		—			114,709		—
Balance at March 31, 2024	$	—		$	—		$	—		$	—	$	—	$	—		$	688,255	$	—
Issuance of May 2024 Convertible Notes		—			—			—			—		—		—			—		927,150
Change in fair value		—			—			—			—		—		—			172,064		66,225
Balance at June 30, 2024	$	—		$	—		$	—		$	—	$	—	$	—		$	860,319	$	993,375

White Lion Derivative Liability

The following weighted average assumptions were used in determining the fair value of the White Lion Purchase Agreement at June 30, 2024 and 2023:


	June 30,			June 30,
	2024			2023
Stock Price	$	0.01		$	0.83
Expected volatility		78.5	%		88.0	%
Risk-free interest rate		4.84	%		4.63	%
Discount related to the probability of timely filing all SEC documents and meeting the NASDAQ listing requirements		25.0	%		2.5	%
Expected dividend yield		—	%		—	%

April 2023 Convertible Note Warrants and Placement Agent Warrants

The fair value of the April 2023 Convertible Note Warrants at the reclassification date was based on the following assumptions:




Stock price	$0.08
Expected volatility	74.9	%
Risk-free interest rate	4.65	%
Expected term (in years)	4.49
Expected dividend yield	0	%

Private Placement Warrants

The fair value of the Private Placement Warrants was based on the following assumptions:


	June 30,			June 30,
	2024			2023
Stock Price	$	0.01		$	0.83
Expected volatility		100.0	%		45.5	%
Risk-free interest rate		4.52	%		4.12	%
Expected term (in years)		3.34			4.34
Expected dividend yield		—	%		—	%

April 2023 Conversion Feature Liability

December 2023 Conversion Feature Liability

May 2024 Conversion Feature Liability

Grant Revenue

6 Months Ended

Jun. 30, 2024

Revenue Recognition [Abstract]

Grant Revenue

12.

Grant Revenue

Government grants

Income Taxes

6 Months Ended

Jun. 30, 2024

Income Tax Disclosure [Abstract]

Income Taxes

13.

Income Taxes

Subsequent Events

6 Months Ended

Jun. 30, 2024

Subsequent Events [Abstract]

Subsequent Events

14.

Subsequent Events

May 2024 Convertible Notes

Former Employee Wage Claim

Summary of Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2024

Accounting Policies [Abstract]

Unaudited Financial Information

Use of Estimates

Restricted Cash

Restricted cash as of June 30, 2024 and December 31, 2023 consists of $60,000 in a restricted bank account established to secure the Company’s credit cards.

Impairment of Long-lived Assets

Net Loss Per Share


	June 30,		December 31,
	2024		2023
Common stock options		1,363,108		1,698,754
Common stock warrants		9,419,352		9,419,352
April 2023 Convertible Notes convertible into common stock		5,249,020		5,493,515

Recently Adopted and Issued Accounting Standards Not Yet Adopted

Recently Adopted Accounting Standards

In November 2023, the FASB issued ASU 2023-07, Segment Reporting: Improvements to Reportable Segment Disclosures. This ASU modified the disclosure and presentation requirements primarily through

Recently Issued Accounting Standards Not Yet Adopted

There were no other recently issued but not yet effective accounting pronouncements that will have a material effect on the accompanying unaudited condensed consolidated financial statements.

Summary of Significant Accounting Policies (Tables)

6 Months Ended

Jun. 30, 2024

Accounting Policies [Abstract]

Schedule of Dilutive Securities Excluded from Calculation of Net Loss Per Share


	June 30,		December 31,
	2024		2023
Common stock options		1,363,108		1,698,754
Common stock warrants		9,419,352		9,419,352
April 2023 Convertible Notes convertible into common stock		5,249,020		5,493,515

Prepaid and other current assets (Tables)

6 Months Ended

Jun. 30, 2024

Prepaid Expense and Other Assets, Current [Abstract]

Schedule Of Prepaid And Other Current Assets

Prepaid and other current assets consist of the following:


	June 30,		December 31,
	2024		2023
Prepaid directors and officers insurance current policies	$	489,093	$	1,222,734
Prepaid directors and officers insurance run-off policies		572,362		638,404
Other prepaid expenses		34,484		56,128
Other receivables		—		75,192
Prepaid and other current assets	$	1,095,939	$	1,992,458

Accrued Expenses (Tables)

6 Months Ended

Jun. 30, 2024

Accrued Liabilities, Current [Abstract]

Schedule of Accrued Expenses

Accrued expenses consist of the following:


	June 30,		December 31,
	2024		2023
Professional Fees	$	66,982	$	43,552
Accrued compensation		3,840,473		3,322,454
Other		494,999		210,762
Total accrued expenses	$	4,402,454	$	3,576,768

Share-Based Compensation (Tables)

6 Months Ended

Jun. 30, 2024

Share-Based Payment Arrangement [Abstract]

Summary of Stock Option Activity

The following table summarizes the stock option activity:


	Number of Options			Weighted-average exercise price per share		Weighted average remaining contractual term (in years)		Aggregate intrinsic value
Outstanding at December 31, 2023		1,698,754		$	5.28		1.9	$	—
Granted		—		$	—
Cancelled/Forfeited		(335,646	)	$	0.51
Exercised		—		$	—
Outstanding at June 30, 2024		1,363,108		$	6.46		1.9	$	—
Exercisable at June 30, 2024		1,363,108		$	6.46		1.9	$	—

Schedule of Fair Value of Share-based Awards Measured with Weighted-Average Assumptions

The fair value was determined using a Black-Scholes option pricing model with the following weighted average assumptions:


	Six Months Ended June 30,
		2023
Expected volatility			79.3	%
Risk-free interest rate			4.66	%
Expected term (in years)			1.0
Expected dividend yield			0	%

Schedule of Share-Based Compensation Expense


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Research and development	$	—	$	98,385	$	19,027	$	200,873
General and administrative		—		35,052		11,482		97,571
Total equity-based compensation	$	—	$	133,437	$	30,509	$	298,444

Debt (Tables)

6 Months Ended

Jun. 30, 2024

April 2023 Convertible Note Warrants and Private Placement Warrants [Member]

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Schedule of Assumptions Used for Determining Initial Fair Value and Derivative Liability

The initial fair value was determined based on the following assumptions:


Expected volatility	72.8	%
Risk-free interest rate	3.51	%
Expected term (in years)	5.0
Expected dividend yield	0	%

April 2023 Conversion Feature Liability [Member]

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Schedule of Assumptions Used for Determining Initial Fair Value and Derivative Liability

The derivative liability was estimated using a Black Scholes Option Pricing Model, based on the following assumptions:


Expected volatility	66.5	%
Risk-free interest rate	4.94	%
Expected term (in years)	0.5
Expected dividend yield	0	%

Stockholders' Equity (Tables)

6 Months Ended

Jun. 30, 2024

Subsidiary, Sale of Stock [Line Items]

Summary of Company's Outstanding Warrants

The summary of the Company's outstanding common stock warrants at June 30, 2024 is as follows:


Description	Number of Warrants		Exercise price per share		Expiration Date
Private Placement Warrants		2,500,000	$	11.50	11/1/2027
Public Warrants		2,875,000	$	11.50	11/1/2027
April 2023 Convertible note warrants		3,868,060	$	0.60	4/28/2028
April 2023 Convertible note warrants, related party		176,292	$	0.60	4/28/2028
Total		9,419,352

Private Placement [Member]

Subsidiary, Sale of Stock [Line Items]

Schedule of Weighted Average Assumptions Used in Determining the Fair Value

The following weighted average assumptions were used in determining the fair value of the Private Placement Warrants at June 30, 2024:


	June 30,
		2024
Expected volatility			100	%
Risk-free interest rate			4.52	%
Expected term (in years)			3.34
Expected dividend yield			0	%

Fair Value of Financial Instruments (Tables)

6 Months Ended

Jun. 30, 2024

Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]

Summary of Financial Instruments Measured at Fair Value on a Recurring Basis

The following table sets forth the Company’s financial instruments that were measured at fair value on a recurring basis by level within the fair value hierarchy


	Fair Value Measurement at June 30, 2024
	Total		Level 1		Level 2		Level 3
								-
Derivative liability		1,853,694		—		—		1,853,694
Warrant liability	Less than $1			—		—	Less than $1
Total Liabilities	$	1,853,694	$	—	$	—	$	1,853,694


	Fair Value Measurement at December 31, 2023
	Total		Level 1		Level 2		Level 3
								-
Derivative liability		361,704		—		—		361,704
Warrant liability	Less than $1			—		—	Less than $1
Total Liabilities	$	361,704	$	—	$	—	$	361,704

Summary of Changes In Level 3 Liabilities (Assets) Measured At Fair Value On Recurring Basis

The table below presents the changes in Level 3 liabilities (assets) measured at fair value on a recurring basis during the three months ended June 30, 2024 and 2023:


	White Lion Derivative Liability			Key Company Stockholder Forward Liability (Asset)			Private Placement Warrants Liability			November 2022 Convertible Note Liability		April 2023 Conversion Feature Liability		April 2023 Convertible Notes Warrants Liability			December 2023 Conversion Feature Liability		May 2024 Conversion Feature Liability
Balance at January 1, 2023	$	1,000		$	(13,000	)	$	525,000		$	165,000	$	—	$	—		$	—	$	—
Change in fair value		(1,000	)		13,000			(525,000	)		—		—		—			—		—
Balance at March 31, 2023	$	—		$	—		$	—		$	165,000	$	—	$	—		$	—	$	—
Inception Date		—			—			—			—		849,146		2,402,161			—		—
Capital Contribution to Equity on Exercise of Warrants		—			—			—			—		—		(244,261	)		—		—
Change in fair value		—			—			—			—		548,233		712,857			—		—
Balance at June 30, 2023	$	—		$	—		$	—		$	165,000	$	1,397,379	$	2,870,757		$	—	$	—

Balance at January 1, 2024	$	—		$	—		$	—		$	—	$	—	$	—		$	361,704	$	—
Issuance of December 2023 Convertible Notes		—			—			—			—		—		—			211,842		—
Change in fair value		—			—			—			—		—		—			114,709		—
Balance at March 31, 2024	$	—		$	—		$	—		$	—	$	—	$	—		$	688,255	$	—
Issuance of May 2024 Convertible Notes		—			—			—			—		—		—			—		927,150
Change in fair value		—			—			—			—		—		—			172,064		66,225
Balance at June 30, 2024	$	—		$	—		$	—		$	—	$	—	$	—		$	860,319	$	993,375

White Lion Purchase Agreement [Member]

Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]

Schedule of Weighted Average Assumptions Used in Determining the Fair Value

The following weighted average assumptions were used in determining the fair value of the White Lion Purchase Agreement at June 30, 2024 and 2023:


	June 30,			June 30,
	2024			2023
Stock Price	$	0.01		$	0.83
Expected volatility		78.5	%		88.0	%
Risk-free interest rate		4.84	%		4.63	%
Discount related to the probability of timely filing all SEC documents and meeting the NASDAQ listing requirements		25.0	%		2.5	%
Expected dividend yield		—	%		—	%

April Two Thousand Twenty Three Convertible Note Warrants [Member]

Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]

Schedule of Weighted Average Assumptions Used in Determining the Fair Value

The fair value of the April 2023 Convertible Note Warrants at the reclassification date was based on the following assumptions:




Stock price	$0.08
Expected volatility	74.9	%
Risk-free interest rate	4.65	%
Expected term (in years)	4.49
Expected dividend yield	0	%

Private Placement Warrants [Member]

Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]

Schedule of Weighted Average Assumptions Used in Determining the Fair Value

The fair value of the Private Placement Warrants was based on the following assumptions:


	June 30,			June 30,
	2024			2023
Stock Price	$	0.01		$	0.83
Expected volatility		100.0	%		45.5	%
Risk-free interest rate		4.52	%		4.12	%
Expected term (in years)		3.34			4.34
Expected dividend yield		—	%		—	%

Description of the Business (Details) - USD ($)	3 Months Ended		6 Months Ended
Description of the Business (Details) - USD ($)	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Mar. 04, 2024	Dec. 31, 2023
Organization and Business Operations (Details) [Line Items]
Net loss	$ (2,077,867)	$ (5,944,227)	$ (4,512,568)	$ (12,711,060)
Accumulated deficit	$ (42,684,051)		$ (42,684,051)			$ (38,171,483)
Common Stock, Par or Stated Value Per Share (in Dollars per share)	$ 0.0001		$ 0.0001			$ 0.0001
May 2024 Convertible Notes [Member]
Organization and Business Operations (Details) [Line Items]
Proceeds from issuance of Convertible Notes, net of issuance costs			$ 2,000,000
Akari Ordinary Shares [Member]
Organization and Business Operations (Details) [Line Items]
Common Stock, Par or Stated Value Per Share (in Dollars per share)					$ 0.0001
Akari American Depositary Shares [Member]
Organization and Business Operations (Details) [Line Items]
Percentage of expected ownership in outstanding shares					50.00%

Summary of Significant Accounting Policies - Additional Information (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Jan. 01, 2024	Dec. 31, 2023	Feb. 28, 2023
Summary of Significant Accounting Policies (Details) [Line Items]
Restricted bank account collateral for credit card	$ 60,000		$ 60,000			$ 60,000
Impairment loss on operating right of use asset	$ 0	$ 0	$ 0	$ 3,513,999
Common Stock, Shares, Outstanding	23,124,888		23,124,888			23,124,888
Stock options	1,363,108		1,363,108			1,698,754	335,646
Common Stock, Par or Stated Value Per Share (in Dollars per share)	$ 0.0001		$ 0.0001			$ 0.0001
April 2023 Conversion Feature Liability [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Fair Value					$ 0

Summary of Significant Accounting Policies - Schedule of Dilutive Securities Excluded from Calculation of Net Loss Per Share (Details) - shares	6 Months Ended	12 Months Ended
	Jun. 30, 2024	Dec. 31, 2023
Employee Stock Options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential common shares for outstanding warrants (in Shares)	1,363,108	1,698,754
Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential common shares for outstanding warrants (in Shares)	9,419,352	9,419,352
April 2023 Convertible Notes [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential common shares for outstanding warrants (in Shares)	5,249,020	5,493,515

Prepaid and other current assets - Schedule of Prepaid and Other Current Assets (Details) - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Prepaid Expense and Other Assets, Current [Abstract]
Prepaid directors and officers insurance current policies	$ 489,093	$ 1,222,734
Prepaid directors and officers insurance run-off policies	572,362	638,404
Other prepaid expenses	34,484	56,128
Other receivables	0	75,192
Prepaid and other current assets	$ 1,095,939	$ 1,992,458

Accrued Expenses - Schedule of Accrued Expenses (Details) - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Accrued Liabilities, Current [Abstract]
Professional fees	$ 66,982	$ 43,552
Employee compensation costs	3,840,473	3,322,454
Other liabilities	494,999	210,762
Total accrued expenses and other current liabilities	$ 4,402,454	$ 3,576,768

Accrued Expenses - Additional Information (Details) - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Accrued expenses	$ 4,402,454	$ 3,576,768
Other noncurrent liabilities	0	230,650
Director [Member]
Accrued liabilities	$ 3,486,362	3,038,399
Unpaid compensation		2,807,749
Accrued expenses		$ 230,650

Share-Based Compensation - Additional Information (Details) - USD ($)		3 Months Ended		6 Months Ended
	Nov. 01, 2022	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023	Feb. 28, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares, Granted				0
Stock options		1,363,108		1,363,108		1,698,754	335,646
Share based combensation expense		$ 0	$ 133,437	$ 30,509	$ 298,444
General And Administrative Expense [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share based combensation expense		$ 0	$ 35,052	$ 11,482	97,571
Employee Stock Options [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Term of stock option	10 years
Employee Stock Options [Member] \| General And Administrative Expense [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share based combensation expense					$ 16,782
Long Term Incentive Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares, Granted	4,150,470

Share-Based Compensation - Summary of Stock Option Activity (Details) - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2024	Dec. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding [Roll Forward]
Shares, Outstanding Beginning Balance	1,698,754
Shares, Granted	0
Shares, Cancelled/Forfeited	(335,646)
Shares, Exercised	0
Shares, Outstanding Ending Balance	1,363,108	1,698,754
Shares,Exercisable	1,363,108
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract]
Weighted Average Exercise Price, Outstanding Beginning Balance	$ 5.28
Weighted Average Exercise Price, Granted	0
Weighted Average Exercise Price, Cancelled / Forfeited	0.51
Weighted Average Exercise Price, Exercised	0
Weighted Average Exercise Price, Outstanding Ending Balance	6.46	$ 5.28
Weighted Average Exercise Price, Exercisable	$ 6.46
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Additional Disclosures [Abstract]
Weighted Average Remaining Contractual Life, Outstanding	1 year 10 months 24 days	1 year 10 months 24 days
Weighted Average Remaining Contractual Life, Exercisable	1 year 10 months 24 days
Aggregate Intrinsic Value, Outstanding Beginning Balance	$ 0
Aggregate Intrinsic Value, Outstanding Ending Balance	0	$ 0
Aggregate Intrinsic Value, Exercisable	$ 0

Share-Based Compensation - Schedule of Fair Value of Share-based Awards Measured with Weighted-Average Assumptions (Details)	6 Months Ended
	Jun. 30, 2024
Share-Based Payment Arrangement [Abstract]
Expected volatility	79.30%
Risk-free interest rate	4.66%
Expected term (in years)	1 year
Expected dividend yield	0.00%

Share-Based Compensation - Schedule of Share-Based Compensation Expense (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Total equity-based compensation	$ 0	$ 133,437	$ 30,509	$ 298,444
Research and Development Expense [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Total equity-based compensation	0	98,385	19,027	200,873
General and Administrative Expense [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Total equity-based compensation	$ 0	$ 35,052	$ 11,482	$ 97,571

Related Party Transactions and Shared Service Costs - Additional Information (Details) - USD ($)			3 Months Ended				4 Months Ended	6 Months Ended		12 Months Ended
	Jan. 31, 2024	Mar. 01, 2022	Jul. 31, 2024	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Apr. 30, 2024	Jun. 30, 2024	Jun. 30, 2023	Feb. 28, 2023	Dec. 31, 2023
Related Party Transactions (Details) [Line Items]
Cancellation of trade liability				$ 0		$ 0		$ 207,967	$ 0
PH Pharma Ltd [Member]
Related Party Transactions (Details) [Line Items]
Purchase price of founder shares		$ 100,000
Related Party Costs		$ 15,000
Lease payment										$ 3,000
Accounts Payable Related Parties Current											$ 309,534
Settled the outstanding debt for a one-time payment	$ 85,000
Expenses under administrative services agreement				0		$ 0		0	$ 36,357
Republic of Korea [Member] \| PH Pharma Ltd [Member]
Related Party Transactions (Details) [Line Items]
Accounts Payable Related Parties Current				15,489				15,489
Expenses under administrative services agreement				$ 77,500				$ 250,000
One time fee payable							$ 230,000
Subsequent Event [Member] \| Republic of Korea [Member] \| PH Pharma Ltd [Member]
Related Party Transactions (Details) [Line Items]
Related Party Costs			$ 10,000
General And Administrative Expense [Member] \| PH Pharma Ltd [Member]
Related Party Transactions (Details) [Line Items]
Cancellation of trade liability					$ 207,967

Leases - Additional Information (Details) - USD ($)		1 Months Ended	3 Months Ended			6 Months Ended		15 Months Ended
Leases - Additional Information (Details) - USD ($)	Jun. 03, 2024	Oct. 31, 2021	Jun. 30, 2024	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2024	Jun. 30, 2023	Mar. 31, 2024
Leases [Line Items]
Interest expense			$ 448,962	$ 998,548		$ 772,102	$ 1,059,934
Annual escalations		3.00%
Impairment loss on operating lease right-of-use asset			0	0		0	(3,513,999)
Palo Alto, California [Member]
Leases [Line Items]
Interest Percentage of Tenant Improvements		7.00%
Base rent for sublease		$ 89,000	94,090	117,344		195,708	389,833
Interest expense			$ 79,504	$ 99,633		$ 164,280	$ 203,845
Payments For Tenant Improvements		$ 300,000
Lease expiration period		2027-04
Lessee, operating lease, renewal term		5 years
Payments for lease								$ 0
Impairment loss on operating lease right-of-use asset					$ (3,513,999)
Landlord awarded amount	$ 796,773

Commitments and Contingencies - Additional Information (Details) - Bayer Acquisition Agreement [Member]	6 Months Ended
	Jun. 30, 2024 USD ($) Milestones
Commitments and Contingencies (Details) [Line Items]
Milestones Payment Aggregate Amount	$ 23,500,000
Expenses incurred	$ 0
Number of milestones achieved \| Milestones	0

Debt - Additional Information (Details) - USD ($)						1 Months Ended								2 Months Ended	3 Months Ended		6 Months Ended		12 Months Ended
Debt - Additional Information (Details) - USD ($)	Dec. 31, 2024	May 28, 2024	Oct. 31, 2023	Apr. 28, 2023	Apr. 05, 2023	May 31, 2024	Jan. 31, 2024	Dec. 31, 2023	Nov. 30, 2023	Apr. 30, 2023	Nov. 30, 2022	Aug. 31, 2021	May 31, 2021	Feb. 29, 2024	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023	Jan. 01, 2024	Dec. 18, 2023	Nov. 01, 2023	Nov. 01, 2022
Short-Term Debt [Line Items]
Interest rate												1.00%	1.00%
Loan, maturity date												Jul. 31, 2022	May 31, 2022
Loss on extinguishment of debt					$ 13,000										$ 0	$ (1,014,368)	$ 0	$ (1,014,368)
Repayment of debt																	150,000
Related party loan, Principal amount				$ 448,940
Portion of Accrued interest				$ 26,830
Exchange Of Related Party Loans For Convertible Notes																	0	1,130,775
Interest expense															$ 448,962	$ 998,548	$ 772,102	$ 1,059,934
Exercise price of warrants															$ 6.46		$ 6.46
Total premiums, taxes and fees financed																						$ 631,993	$ 1,006,342
Annual interest rate									9.95%		7.20%
Insurance financing payable															$ 0		$ 0
Par value of common shares issued (in Dollars per share)								$ 0.0001							$ 0.0001		$ 0.0001		$ 0.0001
Commission paid										$ 125,000
Expected volatility																	79.30%
Risk-free rate																	4.66%
Expected term (in years)																	1 year
Derivative liability								$ 361,704							$ 1,853,694		$ 1,853,694		$ 361,704
Warrant Subscription Agreements
Short-Term Debt [Line Items]
Warrant to purchase shares of common stock										209,670
Par value of common shares issued (in Dollars per share)				$ 0.6
April Two Thousand Twenty Three Convertible Note Warrants [Member]
Short-Term Debt [Line Items]
Exercise price (in Dollars per share)															$ 0.08		$ 0.08
Expected volatility																	74.90%
Risk-free rate																	4.65%
Expected term (in years)																	4 years 5 months 26 days
PrivatePlacementWarrantsMember
Short-Term Debt [Line Items]
Fair Value															$ 87,552		$ 87,552
Exercise price (in Dollars per share)															$ 0.01	$ 0.83	$ 0.01	$ 0.83
Expected volatility																	100.00%	45.50%
Risk-free rate																	4.52%	4.12%
Expected term (in years)																	3 years 4 months 2 days	4 years 4 months 2 days
April 2023 Conversion Feature Liability [Member]
Short-Term Debt [Line Items]
Fair Value																				$ 0
Expected volatility																	66.50%
Risk-free rate																	4.94%
Expected term (in years)																	6 months
December 2023 Conversion Feature Liability [Member]
Short-Term Debt [Line Items]
Fair Value																					$ 107,143
Derivative liability															$ 860,319		$ 860,319
Fair value of derivative liability, Description																	At June 30, 2024, the fair value of the derivative liability related to the Automatic Conversion Feature was estimated at $860,319 by applying the probability of a business combination of 75% to the Automatic Discount of 43%.
May 2024 Conversion Feature Liability [Member]
Short-Term Debt [Line Items]
Fair Value		$ 350,000
Derivative liability															993,375		$ 993,375
Fair value of derivative liability, Description																	At June 30, 2024, the fair value of the derivative liability related to the Automatic Conversion Feature was estimated at $993,375 by applying the probability of a business combination of 75% to the Automatic Discount of 100%.
Secured Founder Loan [Member]
Short-Term Debt [Line Items]
Loan, maturity date							Jan. 23, 2025
Debt Instrument, Interest Rate, Effective Percentage							15.00%
Interest expense															27,740	$ 0	$ 48,699	$ 0
Secured Founder Loan [Member] \| Senior Secured Promissory Note [Member]
Short-Term Debt [Line Items]
Proceeds from Senior Secured Note							$ 750,000
Insurance Financing Payable [Member]
Short-Term Debt [Line Items]
Interest expense															5,736	7,608	11,472	15,216
November 2022 Convertible Notes [Member]
Short-Term Debt [Line Items]
Interest rate																							8.00%
Loan, maturity date											Oct. 31, 2023
Loss on extinguishment of debt																			998,878
Portion of Accrued interest																	28,622		28,622
Interest expense															0	41,250	$ 0	89,078
Convertible notes																							$ 1,512,500
Gross proceeds percentage			15.00%
Weighted average price of common stock																	90.00%
Embedded derivative fair value of derivative liability																							165,000
Derivative liability fair value of collateral																							$ 165,000
Unsecured convertible promissory note								$ 378,622							378,622		$ 378,622		378,622
Aggregate Principal Amount																	350,000		350,000
Payment of Convertible Notes																			300,000
November 2022 Convertible Notes [Member] \| Forecast [Member]
Short-Term Debt [Line Items]
Interest rate	6.00%
Portion of Accrued interest	$ 378,622
November 2022 Convertible Notes [Member] \| Maximum [Member]
Short-Term Debt [Line Items]
Convertible notes																						1,512,500
November 2022 Convertible Notes [Member] \| Minimum [Member]
Short-Term Debt [Line Items]
Convertible notes																						$ 650,000
April 2023 Convertible Notes [Member]
Short-Term Debt [Line Items]
Interest rate				6.00%
Loan, maturity date										Oct. 28, 2023
Debt Instrument, Interest Rate During Period										10.00%
Portion of Accrued interest																	133,039
Interest expense															44,376	912,853	88,752	912,853
Warrants outstanding															1,908,073		1,908,073
Exercise price of warrants				$ 0.6
Sale of price per share (in Dollars per share)				$ 0.6
Maturity term										5 years
Amortization of debt discount premium															0	892,461	0	892,461
Aggregate purchase amount of shares										$ 2,195,034
Aggregate Principal Amount																	1,775,034
Percentage of the total number of shares of common stock received								1.00%
Derivative liability															560,436		560,436
Debt instrument, exchange amount							$ 250,600	$ 187,950						$ 250,600					187,950
April 2023 Convertible Notes [Member] \| Warrant Subscription Agreements
Short-Term Debt [Line Items]
Aggregate Principal Amount										$ 3,658,390
April 2023 Convertible Notes [Member] \| April Two Thousand Twenty Three Convertible Note Warrants [Member]
Short-Term Debt [Line Items]
Fair Value				$ 1,527,640											1,527,640		1,527,640
April 2023 Convertible Notes [Member] \| April 2023 Conversion Feature Liability [Member]
Short-Term Debt [Line Items]
Fair Value				$ 560,436
April 2023 Convertible Notes Under Related Party [Member]
Short-Term Debt [Line Items]
Loss on extinguishment of debt																			$ 1,014,368
Related party loan, Principal amount																	448,940
Portion of Accrued interest																	110,565
Interest expense															28,269	32,147	56,539	32,147
Amortization of debt discount premium															0	$ 20,436	0	$ 20,436
Unsecured convertible promissory note															1,241,340		1,241,340
Aggregate Principal Amount																	1,130,775
April 2023 Convertible Notes Under Related Party [Member] \| April Two Thousand Twenty Three Convertible Note Warrants [Member]
Short-Term Debt [Line Items]
Class Of Warrant Or Right Issued				1,884,625
Fair Value				$ 786,967
April 2023 Convertible Notes Under Related Party [Member] \| April 2023 Conversion Feature Liability [Member]
Short-Term Debt [Line Items]
Fair Value				288,710											$ 300,000		$ 300,000
Exercise price (in Dollars per share)															$ 0.655		$ 0.655
Expected volatility																	66.50%
Risk-free rate																	4.94%
Expected term (in years)																	6 months
April 2023 Convertible Notes Under Related Party [Member] \| Two Thousand Twenty One Founder Loan [Member]
Short-Term Debt [Line Items]
Portion of Accrued interest																	$ 26,830
April 2023 Convertible Notes Under Related Party [Member] \| March TwoThousand Twenty Three Founder Loan [Member]
Short-Term Debt [Line Items]
Related party loan, Principal amount																	250,000
Portion of Accrued interest																	1,199
April 2023 Convertible Notes Under Related Party [Member] \| Founder and Director[ Member]
Short-Term Debt [Line Items]
Exchange Of Related Party Loans For Convertible Notes				$ 1,130,775
April 2023 Convertible Notes Under Related Party [Member] \| Venn License Agreement [Member]
Short-Term Debt [Line Items]
Related party loan, Principal amount																	400,000
Portion of Accrued interest																	3,806
December 2023 Convertible Notes [Member]
Short-Term Debt [Line Items]
Loan, maturity date								Dec. 18, 2024
Conversion Rate								70.00%
Debt Instrument, Interest Rate, Effective Percentage								10.00%											10.00%
Portion of Accrued interest																	109,449
Interest expense															$ 207,015		393,790
Amortization of debt discount premium															152,749		287,339
Unsecured convertible promissory note															1,857,352		1,857,352
Aggregate Principal Amount								$ 1,000,000						738,000
Commission paid								$ 83,600						$ 63,840
Percentage of the total number of shares of common stock received								4.00%
Fair value of derivative liability, Description								The fair value of the derivative liability related to the Automatic Conversion Feature was estimated by applying the probability of a business combination of 50% to the Automatic Discount of 43%.
December 2023 Convertible Notes [Member] \| Optional Conversion Feature [Member]
Short-Term Debt [Line Items]
Conversion Rate								90.00%
Derivative liability															0		0
December 2023 Convertible Notes [Member] \| Automatic Conversion Feature [Member]
Short-Term Debt [Line Items]
Derivative liability															573,546		573,546
December 2023 Convertible Notes Under Related Party [Member]
Short-Term Debt [Line Items]
Portion of Accrued interest																	26,713
Interest expense															38,547		75,572
Amortization of debt discount premium															26,081		50,640
Unsecured convertible promissory note															446,943		446,943
December 2023 Convertible Notes Under Related Party [Member] \| Founder and Director[ Member]
Short-Term Debt [Line Items]
Convertible notes																					$ 500,000
May 2024 Convertible Notes [Member]
Short-Term Debt [Line Items]
Loan, maturity date						Dec. 18, 2024
Conversion Rate						50.00%
Debt Instrument, Interest Rate, Effective Percentage						10.00%
Portion of Accrued interest																	7,454
Interest expense															59,847		59,847
Amortization of debt discount premium															52,393		52,393
Unsecured convertible promissory note															299,744		299,744
Aggregate Principal Amount		$ 824,500
Derivative liability															577,150		$ 577,150
Fair value of derivative liability, Description																	The fair value of the derivative liability related to the Automatic Conversion Feature was estimated by applying the probability of a business combination of 70% to the Automatic Discount of 100%.
May 2024 Convertible Notes, Related Party [Member]
Short-Term Debt [Line Items]
Portion of Accrued interest																	$ 4,521
Interest expense															37,432		37,432
Amortization of debt discount premium															32,911		32,911
Unsecured convertible promissory note															$ 182,911		$ 182,911

Debt - Additional Information (Details 1) - USD ($)	1 Months Ended		3 Months Ended		6 Months Ended
Debt - Additional Information (Details 1) - USD ($)	May 31, 2024	Aug. 31, 2021	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Short-Term Debt [Line Items]
Interest expense			$ 448,962	$ 998,548	$ 772,102	$ 1,059,934
Loans Payable [Member]
Short-Term Debt [Line Items]
Proceeds from related party loan	$ 750,000	$ 750,000
Founder Loans [Member]
Short-Term Debt [Line Items]
Long-term debt			901,060		901,060		$ 901,060
Interest expense			$ 0	$ 3,585	$ 0	$ 7,172

Debt - Schedule of Assumptions Used for Determining Initial Fair Value and Derivative Liability (Details)	6 Months Ended
	Jun. 30, 2024
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected volatility	79.30%
Risk-free rate	4.66%
Expected term (in years)	1 year
Dividend yield	0.00%
April 2023 Convertible Note Warrants and Private Placement Warrants [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected volatility	72.80%
Risk-free rate	3.51%
Expected term (in years)	5 years
Dividend yield	0.00%
April 2023 Conversion Feature Liability [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected volatility	66.50%
Risk-free rate	4.94%
Expected term (in years)	6 months
Dividend yield	0.00%

Stockholders' Equity - Additional Information (Details)									1 Months Ended			3 Months Ended		6 Months Ended
Stockholders' Equity - Additional Information (Details)	Nov. 01, 2023 USD ($) Warrants	Aug. 14, 2023 USD ($) $ / shares shares	Jul. 20, 2023 USD ($) $ / shares shares	Jun. 22, 2023 USD ($) $ / shares shares	Apr. 28, 2023 USD ($) $ / shares shares	Apr. 05, 2023 USD ($) shares	Nov. 30, 2022 $ / shares shares	Nov. 03, 2022 USD ($) $ / shares	Aug. 31, 2023	Mar. 31, 2023 USD ($) shares	Nov. 30, 2022 $ / shares shares	Jun. 30, 2024 USD ($) $ / shares shares	Jun. 30, 2023 USD ($) $ / shares	Jun. 30, 2024 USD ($) $ / shares shares	Jun. 30, 2023 USD ($) $ / shares	Dec. 31, 2023 USD ($) shares
Stockholders' Equity (Details) [Line Items]
Loss on extinguishment of debt						$ 13,000						$ 0	$ (1,014,368)	$ 0	$ (1,014,368)
Common Stock Value, Purchase price												$ 2,312		$ 2,312		$ 2,312
Accelerated purchase price discount									20.00%
Accelerated Purchase Notice Limit									200.00%
Common Stock Shares Forfeiture \| shares						1,930,501
Common stock, shares issued \| shares												23,124,888		23,124,888		23,124,888
Expected term (in years)														1 year
Expected volatility														79.30%
Risk-free interest rate														4.66%
Change in fair value of warrant liability														$ 0	187,857
Private Placement Warrants [Member]
Stockholders' Equity (Details) [Line Items]
Issuance of common stock, shares \| shares											2,500,000
Expected term (in years)														3 years 4 months 2 days
Share price (in Dollars per share) \| $ / shares							$ 11.5				$ 11.5
Expected volatility														100.00%
Risk-free interest rate														4.52%
Change in fair value of warrant liability														$ 0	0
April 2023 Convertible Note Warrants [Member]
Stockholders' Equity (Details) [Line Items]
Class Of Warrant Or Right Issued \| shares					5,752,685
Share price per units (in Dollars per share) \| $ / shares					$ 0.6
Convertible number of equity instruments \| Warrants	4,044,352
Change in fair value of warrant liability	$ 65,469
Public Warrants [Member]
Stockholders' Equity (Details) [Line Items]
Issuance of common stock, shares \| shares											2,875,000
Warrant redemption price per share \| $ / shares												$ 0.01		$ 0.01
Last sale price of Common Stock \| $ / shares												$ 18		$ 18
Share price (in Dollars per share) \| $ / shares							$ 11.5				$ 11.5
Key Company Stockholder Forward Purchase Agreement [Member]
Stockholders' Equity (Details) [Line Items]
Letter agreement for conversion						$ 2,031,034
Convertible note warrants					$ 1,884,625
Subscription agreement to exchange					$ 1,130,775
White Lion Purchase Agreement [Member]
Stockholders' Equity (Details) [Line Items]
Change in fair value of derivative liability								$ 1,900,000
Share price per units (in Dollars per share) \| $ / shares								$ 13.05
Issuance of common stock, shares \| shares							50,200			50,200
Discounted								45.00%
Weighted average price of common stock														98.00%
Aggregate price of purchase notice shares \| shares														50,000,000
Fair Value												$ 0	$ 0	$ 0	$ 0
Shares Issued, Price Per Share \| $ / shares							$ 4.98				$ 4.98
Additional commitment Value										$ 250,000
Common stock, shares issued \| shares										412,763
Stock price \| $ / shares												$ 0.01	$ 0.83	$ 0.01	$ 0.83
Expected volatility								86.50%						78.50%	88.00%
Risk-free interest rate								4.53%						4.84%	4.63%
Aggregate gross purchase price								$ 100,000,000
Initial commitment shares \| shares												500,000		500,000
Aggregate purchase amount of shares										$ 150,000
Additional commitment shares \| shares														250,000
White Lion Purchase Agreement [Member] \| Tranches A [Member]
Stockholders' Equity (Details) [Line Items]
Additional commitment shares \| shares														250,000
White Lion Purchase Agreement [Member] \| Tranches B [Member]
Stockholders' Equity (Details) [Line Items]
Additional commitment shares \| shares														250,000
Founder And Director [Member] \| April 2023 Convertible Note Warrants [Member]
Stockholders' Equity (Details) [Line Items]
Common Stock Value, Purchase price		$ 350,000	$ 275,000	$ 400,000
Fair Value		248,303	269,004	244,261
Capital contribution using black scholes option pricing model		$ 248,303,000,000	$ 269,004	$ 244,261
Stock price \| $ / shares		$ 0.66	$ 0.84	$ 0.598
Expected term (in years)		4 years 8 months 15 days	4 years 9 months 10 days	4 years 10 months 6 days
Warrant to purchase shares of common stock \| shares		583,333	458,333	666,667
Expected volatility		76.00%	76.20%	72.00%
Risk-free interest rate		4.64%	4.43%	4.03%
Maximum [Member] \| White Lion Purchase Agreement [Member]
Stockholders' Equity (Details) [Line Items]
Purchase price percentage														150.00%
Weighted average price of common stock										90.00%				97.00%
Maximum [Member] \| White Lion Purchase Agreement [Member] \| Tranches A [Member]
Stockholders' Equity (Details) [Line Items]
Aggregate purchase amount of shares														$ 5,000,000
Maximum [Member] \| White Lion Purchase Agreement [Member] \| Tranches B [Member]
Stockholders' Equity (Details) [Line Items]
Aggregate purchase amount of shares														$ 10,000,000
Minimum [Member] \| White Lion Purchase Agreement [Member]
Stockholders' Equity (Details) [Line Items]
Purchase price percentage										200.00%				40.00%
Weighted average price of common stock														94.50%
Percentage of daily volume-weighted average price of common stock										85.00%
Aggregate purchase amount of shares										$ 1,250,000
Minimum [Member] \| White Lion Purchase Agreement [Member] \| Tranches A [Member]
Stockholders' Equity (Details) [Line Items]
Aggregate purchase amount of shares														$ 1,000,000
Minimum [Member] \| White Lion Purchase Agreement [Member] \| Tranches B [Member]
Stockholders' Equity (Details) [Line Items]
Aggregate purchase amount of shares														$ 2,000,000

Stockholders' Equity - Summary of Company's Outstanding Warrants (Details)	Jun. 30, 2024 $ / shares shares
Warrants [Member]
Class of Warrant or Right [Line Items]
Number of Warrants	9,419,352
Private Placement Warrants [Member]
Class of Warrant or Right [Line Items]
Number of Warrants	2,500,000
Exercise price per share \| $ / shares	$ 11.5
Expiration Date	Nov. 01, 2027
Public Warrants [Member]
Class of Warrant or Right [Line Items]
Number of Warrants	2,875,000
Exercise price per share \| $ / shares	$ 11.5
Expiration Date	Nov. 01, 2027
April 2023 Convertible Note Warrants [Member]
Class of Warrant or Right [Line Items]
Number of Warrants	3,868,060
Exercise price per share \| $ / shares	$ 0.6
Expiration Date	Apr. 28, 2028
April 2023 Convertible Note Warrants, Related Party [Member]
Class of Warrant or Right [Line Items]
Number of Warrants	176,292
Exercise price per share \| $ / shares	$ 0.6
Expiration Date	Apr. 28, 2028

Stockholders' Equity - Schedule of Weighted Average Assumptions Used in Determining the Fair Value (Details)	6 Months Ended
	Jun. 30, 2024
Class of Warrant or Right [Line Items]
Expected volatility	79.30%
Risk-free interest rate	4.66%
Expected term (in years)	1 year
Expected dividend yield	0.00%
Private Placement Warrants [Member]
Class of Warrant or Right [Line Items]
Expected volatility	100.00%
Risk-free interest rate	4.52%
Expected term (in years)	3 years 4 months 2 days
Expected dividend yield	0.00%

Fair Value of Financial Instruments - Summary of Financial Instruments Measured at Fair Value on a Recurring Basis (Details) - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value measurement	$ 1,853,694	$ 361,704
Level 3 [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value measurement	1,853,694	361,704
Level 2 [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value measurement	0	0
Level 1 [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value measurement	0	0
Derivative Liability [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value measurement	1,853,694	361,704
Derivative Liability [Member] \| Level 3 [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value measurement	1,853,694	361,704
Derivative Liability [Member] \| Level 2 [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value measurement	0	0
Derivative Liability [Member] \| Level 1 [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value measurement	0	0
Warrant Liability [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value measurement	1	1
Warrant Liability [Member] \| Level 3 [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value measurement	1	1
Warrant Liability [Member] \| Level 2 [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value measurement	0	0
Warrant Liability [Member] \| Level 1 [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value measurement	$ 0	$ 0

Fair Value of Financial Instruments - Summary of Changes In Level 3 Liabilities (Assets) Measured At Fair Value On Recurring Basis (Details) - USD ($)	3 Months Ended
	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Mar. 31, 2023
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning Balance		$ 361,704
Ending Balance	$ 1,853,694
Level 3 [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning Balance		361,704
Ending Balance	1,853,694
Level 3 [Member] \| White Lion Derivative Liability [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning Balance	0	0	$ 0	$ 1,000
Inception Date			0
Capital Contribution to Equity on Exercise of Warrants			0
Change in fair value	0	0	0	(1,000)
Ending Balance	0	0	0	0
Level 3 [Member] \| White Lion Derivative Liability [Member] \| December 2023 Convertible Notes [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Issuance of Convertible Notes		0
Level 3 [Member] \| White Lion Derivative Liability [Member] \| May 2024 Convertible Notes [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Issuance of Convertible Notes	0
Level 3 [Member] \| Key Company Stockholder Forward Liability Asset [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning Balance	0	0	0	(13,000)
Inception Date			0
Capital Contribution to Equity on Exercise of Warrants			0
Change in fair value	0	0	0	13,000
Ending Balance	0	0	0	0
Level 3 [Member] \| Key Company Stockholder Forward Liability Asset [Member] \| December 2023 Convertible Notes [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Issuance of Convertible Notes		0
Level 3 [Member] \| Key Company Stockholder Forward Liability Asset [Member] \| May 2024 Convertible Notes [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Issuance of Convertible Notes	0
Level 3 [Member] \| Private Placement Warrants Liability [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning Balance	0	0	0	525,000
Inception Date			0
Capital Contribution to Equity on Exercise of Warrants			0
Change in fair value	0	0	0	(525,000)
Ending Balance	0	0	0	0
Level 3 [Member] \| Private Placement Warrants Liability [Member] \| December 2023 Convertible Notes [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Issuance of Convertible Notes		0
Level 3 [Member] \| Private Placement Warrants Liability [Member] \| May 2024 Convertible Notes [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Issuance of Convertible Notes	0
Level 3 [Member] \| November 2022 Convertible Note Liability [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning Balance	0	0	165,000	165,000
Inception Date			0
Capital Contribution to Equity on Exercise of Warrants			0
Change in fair value	0	0	0	0
Ending Balance	0	0	165,000	165,000
Level 3 [Member] \| November 2022 Convertible Note Liability [Member] \| December 2023 Convertible Notes [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Issuance of Convertible Notes		0
Level 3 [Member] \| November 2022 Convertible Note Liability [Member] \| May 2024 Convertible Notes [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Issuance of Convertible Notes	0
Level 3 [Member] \| April 2023 Conversion Feature Liability [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning Balance	0	0	0	0
Inception Date			849,146
Capital Contribution to Equity on Exercise of Warrants			0
Change in fair value	0	0	548,233	0
Ending Balance	0	0	1,397,379	0
Level 3 [Member] \| April 2023 Conversion Feature Liability [Member] \| December 2023 Convertible Notes [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Issuance of Convertible Notes		0
Level 3 [Member] \| April 2023 Conversion Feature Liability [Member] \| May 2024 Convertible Notes [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Issuance of Convertible Notes	0
Level 3 [Member] \| April 2023 Convertible Notes Warrants Liability [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning Balance	0	0	0	0
Inception Date			2,402,161
Capital Contribution to Equity on Exercise of Warrants			(244,261)
Change in fair value	0	0	712,857	0
Ending Balance	0	0	2,870,757	0
Level 3 [Member] \| April 2023 Convertible Notes Warrants Liability [Member] \| December 2023 Convertible Notes [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Issuance of Convertible Notes		0
Level 3 [Member] \| April 2023 Convertible Notes Warrants Liability [Member] \| May 2024 Convertible Notes [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Issuance of Convertible Notes	0
Level 3 [Member] \| December 2023 Conversion Feature Liability [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning Balance	688,255	361,704	0	0
Inception Date			0
Capital Contribution to Equity on Exercise of Warrants			0
Change in fair value	172,064	114,709	0	0
Ending Balance	860,319	688,255	0	0
Level 3 [Member] \| December 2023 Conversion Feature Liability [Member] \| December 2023 Convertible Notes [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Issuance of Convertible Notes		211,842
Level 3 [Member] \| December 2023 Conversion Feature Liability [Member] \| May 2024 Convertible Notes [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Issuance of Convertible Notes	0
Level 3 [Member] \| May 2024 Conversion Feature Liability [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning Balance	0	0	0	0
Inception Date			0
Capital Contribution to Equity on Exercise of Warrants			0
Change in fair value	66,225	0	0	0
Ending Balance	993,375	0	$ 0	$ 0
Level 3 [Member] \| May 2024 Conversion Feature Liability [Member] \| December 2023 Convertible Notes [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Issuance of Convertible Notes		$ 0
Level 3 [Member] \| May 2024 Conversion Feature Liability [Member] \| May 2024 Convertible Notes [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Issuance of Convertible Notes	$ 927,150

Fair Value of Financial Instruments - Additional Information (Details) - USD ($)		6 Months Ended
	Nov. 03, 2022	Jun. 30, 2024	Jun. 30, 2023	May 28, 2024	Jan. 01, 2024	Dec. 31, 2023	Dec. 18, 2023
Short-Term Debt [Line Items]
Expected volatility		79.30%
Risk-free interest rate		4.66%
Fair value of private warrants		$ 0	$ (187,857)
Derivative liability		$ 1,853,694				$ 361,704
Private Placement Warrants [Member]
Short-Term Debt [Line Items]
Expected volatility		100.00%
Risk-free interest rate		4.52%
Fair value of private warrants		$ 0	0
White Lion Purchase Agreement [Member]
Short-Term Debt [Line Items]
Fair Value		$ 0	$ 0
Percentage of Discount Rate		25.00%	2.50%
Stock price		$ 0.01	$ 0.83
Expected volatility	86.50%	78.50%	88.00%
Risk-free interest rate	4.53%	4.84%	4.63%
December 2023 Conversion Feature Liability [Member]
Short-Term Debt [Line Items]
Fair Value							$ 107,143
Fair value of derivative liability, Description		At June 30, 2024, the fair value of the derivative liability related to the Automatic Conversion Feature was estimated at $860,319 by applying the probability of a business combination of 75% to the Automatic Discount of 43%.
Derivative liability		$ 860,319
April 2023 Conversion Feature Liability [Member]
Short-Term Debt [Line Items]
Fair Value					$ 0
Expected volatility		66.50%
Risk-free interest rate		4.94%
May 2024 Conversion Feature Liability [Member]
Short-Term Debt [Line Items]
Fair Value				$ 350,000
Fair value of derivative liability, Description		At June 30, 2024, the fair value of the derivative liability related to the Automatic Conversion Feature was estimated at $993,375 by applying the probability of a business combination of 75% to the Automatic Discount of 100%.
Derivative liability		$ 993,375

Fair Value of Financial Instruments - Schedule of Weighted Average Assumptions Used in Determining the Fair Value (Details) - $ / shares		6 Months Ended
	Nov. 03, 2022	Jun. 30, 2024	Jun. 30, 2023
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Expected volatility		79.30%
Risk-free interest rate		4.66%
Expected term (in years)		1 year
Expected dividend yield		0.00%
April 2023 Convertible Note Warrants [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Stock price		$ 0.08
Expected volatility		74.90%
Risk-free interest rate		4.65%
Expected term (in years)		4 years 5 months 26 days
Expected dividend yield		0.00%
Private Placement Warrants [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Stock price		$ 0.01	$ 0.83
Expected volatility		100.00%	45.50%
Risk-free interest rate		4.52%	4.12%
Expected term (in years)		3 years 4 months 2 days	4 years 4 months 2 days
Expected dividend yield		0.00%	0.00%
White Lion Purchase Agreement [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Stock price		$ 0.01	$ 0.83
Expected volatility	86.50%	78.50%	88.00%
Risk-free interest rate	4.53%	4.84%	4.63%
Percentage of Discount Rate		25.00%	2.50%
Expected dividend yield		0.00%	0.00%

Grant Revenue - Additional Information (Details) - Grant [Member] - US Army Medica Research Acquisition Activity [Member] - USD ($)	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Disaggregation of Revenue [Line Items]
Grant revenue	$ 0	$ 13,854
Available remaining fund	2,500,000
COVID 19 Therapeutic [Member]
Disaggregation of Revenue [Line Items]
Grant revenue	$ 4,000,000

Income Taxes - Additional Information (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Operating Loss Carryforwards [Line Items]
Income tax benefit (expense)	$ 0	$ 0	$ 0	$ 0

Subsequent Events - Additional Information (Details) - USD ($)				1 Months Ended
	Jul. 12, 2024	May 28, 2024	Apr. 28, 2023	May 31, 2024	Apr. 30, 2023	Aug. 31, 2021	May 31, 2021	Aug. 14, 2024
Subsequent Event [Line Items]
Maturity date						Jul. 31, 2022	May 31, 2022
Commission paid					$ 125,000
Principal Amount			$ 448,940
May 2024 Convertible Notes [Member]
Subsequent Event [Line Items]
Aggregate Principal Amount		$ 824,500
Debt Instrument, Interest Rate, Effective Percentage				10.00%
Maturity date				Dec. 18, 2024
Conversion Rate				50.00%
Subsequent Event [Member]
Subsequent Event [Line Items]
Recovery of unpaid wages								$ 32,800
Subsequent Event [Member] \| May 2024 Convertible Notes [Member]
Subsequent Event [Line Items]
Aggregate Principal Amount	$ 2,175,500
Debt Instrument, Interest Rate, Effective Percentage	10.00%
Maturity date	Dec. 18, 2024
Conversion Rate	50.00%
Subsequent Event [Member] \| May 2024 Convertible Notes [Member] \| May 2024 Placement Agent [Member]
Subsequent Event [Line Items]
Commission paid	$ 200,000
Percentage of the total number of shares of common stock received	4.00%
Principal Amount	$ 2,500,000