0001213900-24-031701 | 10-K | XBRL Viewer

Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2023

Commitments and Contingencies [Abstract]

Schedule of Reconciles Undiscounted Lease Liabilities to the Total Lease Liabilities Recognized

The following table reconciles the undiscounted lease liabilities to the total lease liabilities recognized on the consolidated balance sheet as of December 31, 2023:

	Operating Lease		Finance Lease
2024	$	275,875	$	72,375
2025		284,151		54,281
2026		292,676		-
2027		301,456		-
2028		310,500		-
Thereafter		238,078		-
Total undiscounted lease liabilities	$	1,702,736	$	126,656
Less effects of discounting		258,389		15,516
Total lease liabilities	$	1,444,347	$	111,140

Pay vs Performance Disclosure - USD ($)	12 Months Ended
Pay vs Performance Disclosure - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Pay vs Performance Disclosure
Net Income (Loss)	$ (5,627,591)	$ (4,094,833)

- Definition

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

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+ Details

Stock Option Plan (Details) - USD ($)	12 Months Ended
Stock Option Plan (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Stock Option Plan [Line Items]
Share available for future issuance (in Shares)	19,655
Fair value of options granted (in Dollars per share)	$ 11.6	$ 35.6
Unrecognized compensation expense	$ 682,312
Unvested share-based compensation awards expected term	1 year 1 month 28 days
2014 Equity Incentive Plan [Member]
Stock Option Plan [Line Items]
Grant of options (in Shares)	87,500
Restricted Stock Units [Member] \| Stock Option [Member]
Stock Option Plan [Line Items]
Stock-based compensation	$ 391,649	$ 256,900

Property and Equipment, Net (Tables)

12 Months Ended

Dec. 31, 2023

Property and Equipment, Net [Abstract]

Schedule of Property and Equipment

Property and equipment are recorded at historical cost and consist of the following:

	December 31,
	2023			2022
Lab equipment	$	739,557		$	767,010
Leasehold improvements		357,006			312,758
Office equipment		23,193			23,193
		1,119,756			1,102,961
Less: accumulated depreciation		(494,396	)		(572,853	)
	$	625,360		$	530,108

Consolidated Statements of Operations and Comprehensive Loss (Parentheticals) - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Statement [Abstract]
Net loss per share - diluted	$ (15.03)	$ (12.38)
Weighted average common shares - diluted	374,484	330,648

- Definition

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

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+ Details

Consolidated Statements of Changes in Stockholders’ Equity - USD ($)	Common Stock	Additional Paid-In Capital	Accumulated Other Comprehensive Income (Loss)	Accumulated Deficit	Total
Balance at Dec. 31, 2021	$ 3	$ 22,596,216		$ (14,413,851)	$ 8,182,368
Balance (in Shares) at Dec. 31, 2021	330,648
Stock-based compensation expense		256,900			256,900
Other comprehensive income (loss)			22,451		22,451
Net loss				(4,094,833)	(4,094,833)
Balance at Dec. 31, 2022	$ 3	22,853,116	22,451	(18,508,684)	4,366,886
Balance (in Shares) at Dec. 31, 2022	330,648
Issuance of common stock, net of issuance costs of $300,750	$ 1	1,499,249			1,499,250
Issuance of common stock, net of issuance costs of $300,750 (in Shares)	50,000
Stock-based compensation expense		391,649			391,649
Other comprehensive income (loss)			(22,451)		(22,451)
Net loss				(5,627,591)	(5,627,591)
Balance at Dec. 31, 2023	$ 4	$ 24,744,014		$ (24,136,275)	$ 607,743
Balance (in Shares) at Dec. 31, 2023	380,648

- Definition

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

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+ Details

- Definition

Amount of tax expense (benefit) allocated to other comprehensive income (loss).

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+ Details

- Definition

Equity impact of the value of new stock issued during the period. Includes shares issued in an initial public offering or a secondary public offering.

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- Definition

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

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+ Details

Related Party Transactions (Details) - Schedule of Outstanding Payables - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Related Party Transaction [Line Items]
Total related outstanding payables	$ 81,322	$ 240,901
SeqLL Omics Inc [Member]
Related Party Transaction [Line Items]
Total related outstanding payables	73,764
Genomic Diagnostic Technologies [Member]
Related Party Transaction [Line Items]
Total related outstanding payables		925
St. Laurent Institute [Member]
Related Party Transaction [Line Items]
Total related outstanding payables		232,418
St. Laurent Realty, Inc. [Member]
Related Party Transaction [Line Items]
Total related outstanding payables	$ 7,558	$ 7,558

Consolidated Statements of Operations and Comprehensive Loss - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Revenue
Total revenue		$ 78,659
Cost of sales		690
Gross profit		77,969
Operating expenses
Research and development	2,253,354	1,568,266
General and administrative	3,479,155	2,506,851
Total operating expenses	5,732,509	4,075,117
Operating loss	(5,732,509)	(3,997,148)
Other (income) and expenses
Investment income	(82,665)	(44,879)
Unrealized gain on marketable equity securities		(54,508)
Realized loss (gain) on marketable equity securities	(106,051)	106,324
Interest expense, net	83,798	90,748
Net loss	(5,627,591)	(4,094,833)
Other comprehensive income
Unrealized gain on marketable debt securities		22,451
Reclassification adjustment for net gains included in net loss	(22,451)
Total comprehensive loss	$ (5,650,042)	$ (4,072,382)
Net loss per share - basic (in Dollars per share)	$ (15.03)	$ (12.38)
Weighted average common shares - basic (in Shares)	374,484	330,648
Sales
Revenue
Total revenue		$ 1,177
Grant revenue
Revenue
Total revenue		$ 77,482

Accounting Policies, by Policy (Policies)

12 Months Ended

Dec. 31, 2023

Significant Accounting Policies [Abstract]

Use of Estimates

Use of Estimates

The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”), requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Significant estimates include but are not limited to stock-based compensation expense, and discount rates used to establish operating and finance lease liabilities. Actual results could differ from those estimates and changes in estimates may occur.

Cash and Cash Equivalents

Cash and Cash Equivalents

The Company considers all highly liquid securities readily convertible to cash that mature within three months or less from the original date of purchase to be cash equivalents. Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents. Cash and cash equivalents are held by financial institutions and are federally insured up to certain limits. At times, the Company’s cash and cash equivalents balance exceeds the federally insured limits. As of December 31, 2023, the Company has not experienced a loss on its accounts for which it exceeds federally insured deposit limits, and does not expect a loss to occur.

Accounts Receivable

Accounts Receivable

Accounts receivable are presented net of an allowance for credit losses, which is an estimate of amounts that may not be collectible. The Company performs ongoing credit evaluations of its customers and monitors economic conditions to identify facts and circumstances that may indicate its receivables are at risk of collection. The Company provides reserves against accounts receivable for estimated credit losses, if any, that may result from a customer’s inability to pay based on the composition of its accounts receivable, current economic conditions and historical credit loss activity. Amounts deemed uncollectible are charged or written-off against the reserve. The allowance for doubtful accounts was $24,507 and $6,016 as of December 31, 2023, and 2022.

Investments in marketable securities

Investments in marketable securities

The Company accounts for its investments in debt securities in accordance with Accounting Standards Codification (“ASC”) 320, Investments — Debt Securities (“ASC 320”). Debt securities (which were comprised of investments in U.S. Treasury Securities at December 31, 2022), are measured at fair value, based on quoted market prices. As the Company has classified its investments in debt securities as available-for-sale, the Company recognizes all unrealized gains and losses in other comprehensive income, net of tax, and recognizes all realized gains and losses in net income/loss within the Company’s consolidated statement of operations and comprehensive loss.

The Company accounts for its investments in equity securities in accordance with ASC 321, Investments — Equity Securities (“ASC 321”). Equity securities, which are comprised of investments in mutual funds shares, are measured at fair value, based on quoted market prices, with all gains and losses reported in net income/loss within the Company’s consolidated statement of operations and comprehensive loss.

The Company may sell its debt or equity securities in response to changes in interest rates, risk/reward characteristics, liquidity needs or other factors.

Inventory

Inventory

Inventory consists of finished goods, work-in-process and raw materials and is valued at the lower of cost or net realizable value, determined by the first-in, first-out (“FIFO”) method. As the Company manufactures the finished goods and work-in-process materials, overhead costs are included in inventory. The Company evaluates the carrying cost of finished goods, work-in-process and raw materials items. To the extent that such costs exceed future demand estimates and /or exhibit historical turnover at rates less than current inventory levels, the Company reduces the carrying value of the applicable inventories. Inventory consisted of the following:

	December 31,
	2023		2022

Raw materials	$	-	$	114,175
Work in process		-		51,677
Total inventory	$	-	$	165,852

In December of 2022, the Company performed a detailed evaluation of its inventory and determined $79,011 was obsolete. As such, the Company has written off this inventory as of December 31, 2022.

In March 2023, the Company performed a detailed evaluation of its inventory and given the lack of sales activity in prior periods, the Company has written off its remaining inventory.

Property and Equipment

Property and Equipment

Property and equipment are recorded at cost and depreciated over the estimated useful lives of the related assets using the straight-line method. Lab and office equipment are depreciated over a five-year period. Leasehold improvements are depreciated over the shorter of the useful life and the term of the lease. Refer to Leases below for the Company’s finance lease accounting policy. When assets are retired or otherwise disposed of, the cost of these assets and related accumulated depreciation or amortization are eliminated from the balance sheet and any resulting gains or losses are included in the consolidated statement of operations and comprehensive loss in the period of disposals.

Long-lived Assets

Long-lived Assets

The Company assesses, on an annual basis, the recoverability of the carrying amount of long-lived assets used in continuing operations. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future net cash flow expected to be generated by the asset. A loss is recognized when expected future cash flow (undiscounted and without interest) are less than the carrying amount of the asset. The impairment loss is determined as the difference by which the carrying amount of the asset exceeds its fair value. No impairments were recognized in the years ended December 31, 2023, and 2022.

Revenue Recognition

Revenue Recognition

The Company’s revenue is generated primarily from the sale of products and research services. Product revenue primarily consists of sales of genetic sequencing equipment and sequencing reagent kits. Research service revenue primarily consists of revenue generated from gene sequencing services and grants.

The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”). Under ASC 606, the Company recognizes revenue when control of its products and services is transferred to its customers in an amount that reflects the consideration the Company expects to receive from its customers in exchange for those products and services. To determine the appropriate amount of revenue to be recognized for arrangements determined to be within the scope of ASC 606, the Company performs a five-step process. This process involves identifying the contract with a customer, determining the performance obligations in the contract, determining the contract price, allocating the contract price to the distinct performance obligations in the contract, and recognizing revenue when (or as) the performance obligations have been satisfied. A performance obligation is considered distinct from other obligations in a contract when it provides a benefit to the customer either on its own or together with other resources that are readily available to the customer and is separately identified in the contract. The Company only applies the five-step process to contracts when it is probable that the entity will collect consideration it expects to be entitled to in exchange for the goods or services it transfers to the customer.

The Company evaluates contingent payments to estimate the amount which is not probable of a material reversal to include in the transaction price using the most likely amount method. Future payments that are not within the control of the Company, are not considered probable of being achieved until the contingencies are resolved.

Revenue from product sales, including customized sequencing instruments and sequencing reagent kits and off-the-shelf consumables, is recognized generally upon delivery, which is when control of the product is deemed to be transferred.

Revenue from gene sequencing services, using the tSMS platform, is recognized generally as the services are provided to the customer. The components of the sequencing process, including reagent kits and off-the-shelf consumables, sample loader and sequencer, are not distinct within the context of the gene sequencing service contract. This is because in a gene sequencing service contract the reagent kits and other components, such as off-the-shelf consumables, used in the sequencing process, become required inputs to achieve the specified gene sequencing analysis, and the components in the sequencing process are sequential in nature and highly interrelated as they work together to generate sample-specific data.

As the Company’s standard payment terms are less than one year, the Company has elected the practical expedient under ASC 606-10-32-18 to not assess whether a contract has a significant financing component. The Company has elected to exclude sales tax from revenue. The Company generally has no obligations for returns, refunds and other similar obligations and does not provide separate equipment warranties.

The Company recognized $0 in revenues from gene sequencing services for the years ended December 31, 2023 and 2022, respectively. The Company recognized $0 and $1,177 in revenues from product sales for the years ended December 31, 2023 and 2022, respectively.

Grant Revenue

Grant Revenue

The Company’s grant revenues are derived from research programs by various departments of the National Institute of Health (“NIH”).

Grants awarded to SeqLL 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 the Company. These grants provide the Company with payments for certain types of expenditures in return for research and development activities over a contractually defined period.

The Company recognizes NIH grant revenue as reimbursable grant costs that are incurred up to pre-approved award limits within the budget period. The costs associated with these reimbursements are reflected as a component of research and development expense in the accompanying consolidated statements of operations and comprehensive loss. In the years ended December 31, 2023, and 2022, the Company recognized grant revenue of $0 and $77,482, respectively.

Income Taxes

Income Taxes

The Company utilizes the liability method of accounting for income taxes as required by ASC 740, Income Taxes. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and the tax basis of assets and liabilities as well as net operating loss carryforwards and tax credits and are measured using enacted tax rates and laws that will be in effect when the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance if it is more likely than not that these assets may not be realized. Currently, there is no provision for income taxes, as the Company has incurred operating losses to date, and a full valuation allowance has been provided on the net deferred tax assets.

The Company determines whether it is more likely than not that a tax position will be sustained upon examination. If it is not more likely than not that a position will be sustained, none of the benefit attributable to the position is recognized. The tax benefit to be recognized for any tax position that meets the more-likely-than-not recognition threshold is calculated as the largest amount that is more than 50% likely of being realized upon resolution of the contingency. The Company accounts for interest and penalties related to uncertain tax positions as part of its provision for income taxes.

The Company has no accruals for interest or penalties related to income tax matters. Tax years subsequent to 2020 remain open to examination by federal and state tax authorities.

Stock-based Compensation

Stock-based Compensation

The Company’s stock-based compensation program awards include stock options and restricted stock awards. The fair value of stock option grants is estimated as of the date of the grant using the Black-Scholes option pricing model. The fair value of restricted stock units is based on the fair value of the Company’s common stock on the date of the grant. The fair value of the awards is then expensed over the requisite service period, generally the vesting period, for each award as compensation expense.

The Company’s expected stock price volatility assumption is based on the volatility of comparable public companies. The expected term of a stock option granted to employees and directors (including non-employee directors) is based on the average of the contractual term (generally 10 years) and the vesting period. For non-employee options, the expected term is the contractual term. The risk-free interest rate is based on the yield of U.S. Treasury securities consistent with the life of the option. The expected dividend yield was set to zero as the Company does not pay dividends on its common stock and there was no expectation of doing so as of the respective grant dates. The Company recognizes forfeitures related to stock-based awards as they occur.

The Company has periodically granted stock options and restricted stock units to non-employees for services pursuant to the Company’s stock plans at the fair market value on the respective dates of grant. Should the Company terminate any of its consulting agreements, the unvested options underlying the agreements would be cancelled. For awards granted to non-employees, compensation expense is recognized over the service period.

The assumptions used in determining the fair value of share-based awards granted during the years ended December 31, 2023 and 2022 are as follows:

	December 31,
	2023			2022
Risk-free interest rate		3.59% – 4.13	%		1.64	%
Expected option life		6 – 6.1 years			6 – 6.1 years
Expected dividend yield		0	%		0	%
Expected stock price volatility		57	%		54	%

Research and Development Expenses

Research and Development Expenses

The Company expenses all research and development costs as incurred. Included in research and development costs are wages, stock-based compensation and benefits of employees and other operational costs related to the Company’s research and development activities, including facility-related expenses and external costs of outside contractors engaged by the Company.

Segments

Segments

The Company operates in a single business segment that includes the design, development and commercialization of products and services based on its proprietary genetic analysis technologies.

Leases

Leases

The Company accounts for its leases in accordance with ASU No. 2016-02, Leases (Topic 842). The Company assesses its contracts at inception to determine whether the contract contains a lease, including evaluation of whether the contract conveys the right to control an explicitly or implicitly identified asset for a period of time. The Company classifies its leases as either finance or operating leases, with classification affecting the pattern of expense recognition in the Company’s consolidated financial statements. The Company accounts for the leases of less than 12 months as short-term leases.

The Company recognizes right-of-use assets and lease liabilities that represent the net present value of future lease payments utilizing the discount rate implicit in the lease. If the implicit rate is not available, the Company uses incremental borrowing rate. The Company amortizes the right-of-use assets over the remaining terms of the specific lease.

The Company’s operating lease is included in Operating lease right-of-use asset, and Current portion of operating lease liability and Operating lease liability, less current portion in the consolidated balance sheets.

The Company’s finance lease is included in Property and equipment, net, Current portion of finance lease liability and Finance lease liability, less current portion in the consolidated balance sheets.

Net Loss per Share

Net Loss per Share

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

The following potential shares of common stock were not considered in the computation of diluted net loss per share as their effect would have been antidilutive:

	December 31,
	2023		2022
Restricted stock units		13,825		-
Stock options		54,020		50,098
Warrants for common stock		95,777		109,705

Recently Adopted Accounting Standards

Recently Adopted Accounting Standards

In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments-Credit Losses: Measurement of Credit Losses on Financial Instruments. ASU 2016-13 requires measurement and recognition of expected credit losses for financial assets. In April 2019, the FASB issued clarification to ASU 2016-13 within ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments-Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments, or ASU 2016-13. The guidance is effective for fiscal years beginning after December 15, 2022. The Company adopted this standard on January 1, 2023, which had no material impact on the Company’s consolidated financial statements.

Recently Issued Accounting Standards

Recently Issued Accounting Standards

The Company does not believe that any recently issued but not yet effective accounting pronouncements will have a material effect on the accompanying consolidated financial statements.

Common Stock Warrants (Details) - Schedule of Outstanding Warrants to Purchase Common Stock	12 Months Ended
	Dec. 31, 2023 $ / shares shares
Schedule of Outstanding Warrants to Purchase Common Stock [Line Items]
Number of Shares Issuable Upon Exercise of Outstanding Warrants	95,777
1/31/2019 [Member]
Schedule of Outstanding Warrants to Purchase Common Stock [Line Items]
Issuance Date	Jan. 31, 2019
Number of Shares Issuable Upon Exercise of Outstanding Warrants	48
Exercise Price \| $ / shares	$ 124
Expiration Date	Jan. 30, 2024
2/7/2019 [Member]
Schedule of Outstanding Warrants to Purchase Common Stock [Line Items]
Issuance Date	Feb. 07, 2019
Number of Shares Issuable Upon Exercise of Outstanding Warrants	41
Exercise Price \| $ / shares	$ 124
Expiration Date	Feb. 06, 2024
2/21/2019 [Member]
Schedule of Outstanding Warrants to Purchase Common Stock [Line Items]
Issuance Date	Feb. 21, 2019
Number of Shares Issuable Upon Exercise of Outstanding Warrants	41
Exercise Price \| $ / shares	$ 124
Expiration Date	Feb. 20, 2024
3/20/2019 [Member]
Schedule of Outstanding Warrants to Purchase Common Stock [Line Items]
Issuance Date	Mar. 20, 2019
Number of Shares Issuable Upon Exercise of Outstanding Warrants	84
Exercise Price \| $ / shares	$ 124
Expiration Date	Mar. 18, 2024
4/8/2019 [Member]
Schedule of Outstanding Warrants to Purchase Common Stock [Line Items]
Issuance Date	Apr. 08, 2019
Number of Shares Issuable Upon Exercise of Outstanding Warrants	48
Exercise Price \| $ / shares	$ 124
Expiration Date	Apr. 06, 2024
11/19/2020 [Member]
Schedule of Outstanding Warrants to Purchase Common Stock [Line Items]
Issuance Date	Nov. 19, 2020
Number of Shares Issuable Upon Exercise of Outstanding Warrants	1,333
Exercise Price \| $ / shares	$ 164
Expiration Date	Jun. 30, 2024
11/19/2020 [Member]
Schedule of Outstanding Warrants to Purchase Common Stock [Line Items]
Issuance Date	Nov. 19, 2020
Number of Shares Issuable Upon Exercise of Outstanding Warrants	213
Exercise Price \| $ / shares	$ 164
Expiration Date	Jun. 30, 2024
1/8/2021 [Member]
Schedule of Outstanding Warrants to Purchase Common Stock [Line Items]
Issuance Date	Jan. 08, 2021
Number of Shares Issuable Upon Exercise of Outstanding Warrants	333
Exercise Price \| $ / shares	$ 164
Expiration Date	Jun. 30, 2024
1/11/2021 [Member]
Schedule of Outstanding Warrants to Purchase Common Stock [Line Items]
Issuance Date	Jan. 11, 2021
Number of Shares Issuable Upon Exercise of Outstanding Warrants	667
Exercise Price \| $ / shares	$ 164
Expiration Date	Jun. 30, 2024
2/13/2021 [Member]
Schedule of Outstanding Warrants to Purchase Common Stock [Line Items]
Issuance Date	Feb. 13, 2021
Number of Shares Issuable Upon Exercise of Outstanding Warrants	333
Exercise Price \| $ / shares	$ 164
Expiration Date	Jun. 30, 2024
3/16/2021 [Member]
Schedule of Outstanding Warrants to Purchase Common Stock [Line Items]
Issuance Date	Mar. 16, 2021
Number of Shares Issuable Upon Exercise of Outstanding Warrants	267
Exercise Price \| $ / shares	$ 164
Expiration Date	Jun. 30, 2024
3/16/2021 [Member]
Schedule of Outstanding Warrants to Purchase Common Stock [Line Items]
Issuance Date	Mar. 16, 2021
Number of Shares Issuable Upon Exercise of Outstanding Warrants	333
Exercise Price \| $ / shares	$ 164
Expiration Date	Jun. 30, 2024
8/31/2021 [Member]
Schedule of Outstanding Warrants to Purchase Common Stock [Line Items]
Issuance Date	Aug. 31, 2021
Number of Shares Issuable Upon Exercise of Outstanding Warrants	87,975
Exercise Price \| $ / shares	$ 170
Expiration Date	Aug. 31, 2026
8/31/2021 [Member]
Schedule of Outstanding Warrants to Purchase Common Stock [Line Items]
Issuance Date	Aug. 31, 2021
Number of Shares Issuable Upon Exercise of Outstanding Warrants	3,825
Exercise Price \| $ / shares	$ 187
Expiration Date	Aug. 26, 2026
9/29/2021 [Member]
Schedule of Outstanding Warrants to Purchase Common Stock [Line Items]
Issuance Date	Sep. 29, 2021
Number of Shares Issuable Upon Exercise of Outstanding Warrants	236
Exercise Price \| $ / shares	$ 187
Expiration Date	Aug. 26, 2026

Notes Payable

12 Months Ended

Dec. 31, 2023

Notes Payable [Abstract]

Notes Payable

Note 8 – Notes Payable

From April 29, 2019, to April 29, 2020, the Company entered into a series of non-convertible promissory notes, as amended (the “Promissory Notes”) with a certain preferred stockholder amounting to $1,375,000. The Promissory Notes had a one-year term with interest accruing at 5% per annum. In June 2022, the Company entered into an agreement with St. Laurent Investments LLC to extend the maturity date of the $1,375,000 Promissory Note to July 31, 2024. The Company accounted for this transaction as a modification on a prospective basis.

For the years ended December 31, 2023 and 2022, interest expense related to the non-convertible promissory notes was $68,370 and $90,748, respectively.

Stock Option Plan (Details) - Schedule of Restricted Stock Unit Activity		12 Months Ended
	Dec. 31, 2022 $ / shares shares	Dec. 31, 2022 $ / shares shares
Schedule of Restricted Stock Unit Activity [Abstract]
Number of Shares Outstanding \| shares
Weighted- Average Exercise Price per Share,Outstanding \| $ / shares
Weighted Average Remaining Contractual Term Outstanding		9 years 2 months 1 day
Number of Shares Outstanding \| shares	13,825	13,825
Weighted- Average Exercise Price per Share,Outstanding \| $ / shares	$ 25.6	$ 25.6
Number of Shares Exercisable \| shares
Weighted- Average Exercise Price per Share Exercisable \| $ / shares
Weighted Average Remaining Contractual Term,Exercisable
Number of Shares,Granted \| shares		13,825
Weighted- Average Exercise Price per Share,Granted \| $ / shares		$ 25.6

Common Stock Warrants (Tables)

12 Months Ended

Dec. 31, 2023

Common Stock Warrants [Abstract]

Schedule of Outstanding Warrants to Purchase Common Stock

The following table summarizes information with regard to outstanding warrants to purchase common stock as of December 31, 2023:

	Number of
	Shares
	Issuable
	Upon
	Exercise of
	Outstanding		Exercise
Issuance Date	Warrants		Price		Expiration Date
1/31/2019		48	$	124.00	1/30/2024
2/7/2019		41	$	124.00	2/6/2024
2/21/2019		41	$	124.00	2/20/2024
3/20/2019		84	$	124.00	3/18/2024
4/8/2019		48	$	124.00	4/6/2024
11/19/2020		1,333	$	164.00	6/30/2024
11/19/2020		213	$	164.00	6/30/2024
1/8/2021		333	$	164.00	6/30/2024
1/11/2021		667	$	164.00	6/30/2024
2/13/2021		333	$	164.00	6/30/2024
3/16/2021		267	$	164.00	6/30/2024
3/16/2021		333	$	164.00	6/30/2024
8/31/2021		87,975	$	170.00	8/31/2026
8/31/2021		3,825	$	187.00	8/26/2026
9/29/2021		236	$	187.00	8/26/2026
		95,777

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2023

Income Taxes [Abstract]

Schedule of Income Tax Benefit

The income tax benefit differs from the amount of income tax determined by applying the U.S. federal income tax rate to pretax income for the years ended December 31, 2023 and 2022 due to the following:

	2023			2022
Computed “expected” tax benefit		(21.0	)%		(21.0	)%
Increase (decrease) in income taxes resulting from:
State taxes, net of federal benefit		(8.0	)%		(8.0	)%
Permanent differences		0	%		0	%
Increase in valuation reserve		29.0	%		29.0	%
		0	%		0	%

Related Party Transactions (Details)	12 Months Ended
Related Party Transactions (Details)	Dec. 31, 2023 USD ($)
Related Party Transactions [Abstract]
Incurred amount	$ 73,764

Income Taxes (Details) - USD ($)	12 Months Ended
Income Taxes (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Income Taxes [Abstract]
Income taxes percentage	29.00%
Federal and state net	$ 21,893,488
Operating loss carryforward	21,486,471
Deferred tax	5,500,000	$ 6,300,000
Valuation allowance	$ 800,000	$ 1,200,000

Fair Value Measurements (Details) - Schedule of Assets Measured at Fair Value - U.S. government and agency obligations [Member]	Dec. 31, 2022 USD ($)
Schedule of Assets Measured at Fair Value [Line Items]
Assets, Fair Value	$ 4,036,014
Level 1 [Member]
Schedule of Assets Measured at Fair Value [Line Items]
Assets, Fair Value	4,036,014
Level 2 [Member]
Schedule of Assets Measured at Fair Value [Line Items]
Assets, Fair Value
Level 3 [Member]
Schedule of Assets Measured at Fair Value [Line Items]
Assets, Fair Value

Accrued Expenses (Tables)

12 Months Ended

Dec. 31, 2023

Accrued Expenses [Abstract]

Schedule of Accrued Expenses

Accrued expenses consist of the following:

	December 31,
	2023		2022
Accrued interest		375,191		306,821
Accrued bonuses		-		135,000
Other		-		53,641
	$	375,191	$	495,462

Significant Accounting Policies (Details) - Schedule of Diluted Net Loss Per Share - shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Restricted Stock Units [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Diluted net loss per share	13,825
Stock Options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Diluted net loss per share	54,020	50,098
Warrants for Common Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Diluted net loss per share	95,777	109,705

Commitments and Contingencies (Details)		12 Months Ended
Commitments and Contingencies (Details)	May 01, 2023 USD ($)	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Aug. 31, 2022 USD ($)	Feb. 02, 2022 m²
Commitments and Contingencies [Line Items]
Rent expense		$ 0	$ 14,239
Office square feet (in Square Meters) \| m²					15,638
Lease term					92 months
Operating lease right of use assets		998,346	1,129,715
Operating lease liability		198,314	110,114
Operating lease liability non current		1,246,033	1,444,343
Tenant Improvement allowances		$ 78,190		$ 312,758
Discount rate		5.98%
Remaining lease term		5 years 9 months
Operating lease cost		$ 218,563	200,350
Cash payment		197,307	88,366
Finance lease term	36 months
Amount of finance lease purchase option price	$ 1	1
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]	Operating lease right of use assets
Right of use asset	$ 187,497
Finance lease liability current	52,881	59,659
Finance lease liability non current	97,110	51,481
Prepayment of lease	$ 37,506
Percentage of lease term	17.44%
Equipment lease expense		38,854
Interest expense		15,428
Depreciation expense		154,234	$ 87,937
Operating Lease [Member]
Commitments and Contingencies [Line Items]
Operating lease right of use assets		1,481,646
Operating lease liability		198,314
Operating lease liability non current		1,246,033
Operating Lease [Member] \| Billerica [Member]
Commitments and Contingencies [Line Items]
Operating lease liability		12,222
Operating lease liability non current		1,547,614
Finance Lease [Member]
Commitments and Contingencies [Line Items]
Finance lease liability current		59,659
Finance lease liability non current		$ 51,481
Remaining lease term		1 year 9 months
Cash payments		$ 54,281
Depreciation expense		$ 28,125

Significant Accounting Policies

12 Months Ended

Dec. 31, 2023

Significant Accounting Policies [Abstract]

Significant Accounting Policies

Note 2 – Significant Accounting Policies

A summary of significant accounting policies followed by the Company in the preparation of the accompanying consolidated financial statements are as follows:

Use of Estimates

Cash and Cash Equivalents

Accounts Receivable

Investments in marketable securities

The Company may sell its debt or equity securities in response to changes in interest rates, risk/reward characteristics, liquidity needs or other factors.

Inventory

	December 31,
	2023		2022

Raw materials	$	-	$	114,175
Work in process		-		51,677
Total inventory	$	-	$	165,852

In December of 2022, the Company performed a detailed evaluation of its inventory and determined $79,011 was obsolete. As such, the Company has written off this inventory as of December 31, 2022.

In March 2023, the Company performed a detailed evaluation of its inventory and given the lack of sales activity in prior periods, the Company has written off its remaining inventory.

Property and Equipment

Long-lived Assets

Revenue Recognition

Grant Revenue

The Company’s grant revenues are derived from research programs by various departments of the National Institute of Health (“NIH”).

Income Taxes

The Company has no accruals for interest or penalties related to income tax matters. Tax years subsequent to 2020 remain open to examination by federal and state tax authorities.

Stock-based Compensation

The assumptions used in determining the fair value of share-based awards granted during the years ended December 31, 2023 and 2022 are as follows:

	December 31,
	2023			2022
Risk-free interest rate		3.59% – 4.13	%		1.64	%
Expected option life		6 – 6.1 years			6 – 6.1 years
Expected dividend yield		0	%		0	%
Expected stock price volatility		57	%		54	%

Research and Development Expenses

Segments

The Company operates in a single business segment that includes the design, development and commercialization of products and services based on its proprietary genetic analysis technologies.

Leases

Net Loss per Share

The following potential shares of common stock were not considered in the computation of diluted net loss per share as their effect would have been antidilutive:

	December 31,
	2023		2022
Restricted stock units		13,825		-
Stock options		54,020		50,098
Warrants for common stock		95,777		109,705

Recently Adopted Accounting Standards

Recently Issued Accounting Standards

The Company does not believe that any recently issued but not yet effective accounting pronouncements will have a material effect on the accompanying consolidated financial statements.

Commitments and Contingencies

12 Months Ended

Dec. 31, 2023

Commitments and Contingencies [Abstract]

Commitments and Contingencies

Note 12 – Commitments and Contingencies

Leases

The Company’s office space lease in Woburn, Massachusetts (the “Woburn Lease”) for the Company’s corporate headquarters was on a month-to-month basis since November 2020 and was terminated in February 2022. The rent expense for this lease was $0 and $14,239 for the years ended December 31, 2023 and 2022, respectively.

On February 2, 2022, the Company entered into a lease agreement for approximately 15,638 square feet of its new corporate office space in Billerica, Massachusetts (the “Billerica Lease”). The Billerica Lease has a term of 92 months from its effective date and included access to certain additional office space until August 1, 2022. In addition, the Company is required to share in certain taxes and operating expenses of the Billerica Lease.

The Billerica Lease is classified as an operating lease. At the inception date of the Billerica Lease, the Company recorded a right-of-use asset of $1,481,646 in operating lease right-of-use asset, as well as a lease liability of $12,222 in current liabilities and $1,547,614 in long-term liabilities. The operating lease right-of use asset is less than that of the Company’s lease liabilities as of the lease inception date. This is due to the fact that the Company as part of the Billerica Lease was allowed certain tenant improvement allowances, which amounted to $78,190 at lease inception. This lease liability represented the net present value of future lease payments for the lease utilizing a discount rate of 5.98%, which corresponded to the Company’s incremental borrowing rate.

In August 2022, the Company received the tenant improvement allowance from the landlord, which totaled approximately $312,758. This allowance covered the leasehold improvements to the Billerica space and was accounted for as a reduction to the right-of-use asset. As of December 31, 2023, the remaining lease term was 5.75 years.

The Company recorded expense related to the Billerica Lease in the amount of $218,563 and $200,350 for the years ended December 31, 2023 and 2022, respectively.

During the years ended December 31, 2023 and 2022, the Company made cash payments of $197,307 and $88,366, for amounts included in the measurement of lease liabilities.

As of December 31, 2023, the Company has presented $198,314 in current portion of operating lease liability and $1,246,033 in operating lease liability, less current portion.

Finance Lease

On May 1, 2023, the Company entered into a lease agreement for laboratory equipment (the “Equipment Lease”). The Equipment Lease has a term of 36 months from its effective date, and an end of lease purchase option of $1. The Equipment Lease was classified as a finance lease. At the inception date of the Equipment Lease, the Company recorded a right-of-use asset of $187,497 in property and equipment, net, as well as a lease liability of $52,881 in current liabilities and $97,110 in long-term liabilities. The finance lease right of use asset is more than that of the Company’s lease liabilities at the inception of the lease due to a prepayment on the lease made by the Company of $37,506. The lease liability represented the net present value of future lease payments over the lease term utilizing a discount rate of 17.44%, which corresponded to the rate implicit to the lease.

As of December 31, 2023, the remaining lease term was 1.75 years.

The Company recorded expense of $38,854 related to the Equipment Lease for the year ended December 31, 2023.

The Company made cash payments of $54,281 for the year ended December 31, 2023.

Interest expense related to the Equipment Lease totaled $15,428 for the year ended December 31, 2023. The equipment is included in Property and equipment, net and is depreciated on a straight-line basis over a five-year period. The Company amortizes the equipment over its useful life as the Company is reasonably certain to exercise the $1 purchase option for the equipment at the end of the lease term.

Depreciation expense related to finance lease assets totaled $28,125 for the year ended December 31, 2023.

As of December 31, 2023, the Company has presented $59,659 in current portion of finance lease liability and $51,481 in finance lease liability, less current portion.

The following table reconciles the undiscounted lease liabilities to the total lease liabilities recognized on the consolidated balance sheet as of December 31, 2023:

	Operating Lease		Finance Lease
2024	$	275,875	$	72,375
2025		284,151		54,281
2026		292,676		-
2027		301,456		-
2028		310,500		-
Thereafter		238,078		-
Total undiscounted lease liabilities	$	1,702,736	$	126,656
Less effects of discounting		258,389		15,516
Total lease liabilities	$	1,444,347	$	111,140

Accrued Expenses

12 Months Ended

Dec. 31, 2023

Accrued Expenses [Abstract]

Accrued Expenses

Note 4 – Accrued Expenses

Accrued expenses consist of the following:

	December 31,
	2023		2022
Accrued interest		375,191		306,821
Accrued bonuses		-		135,000
Other		-		53,641
	$	375,191	$	495,462

Commitments and Contingencies (Details) - Schedule of Reconciles Undiscounted Lease Liabilities to the Total Lease Liabilities Recognized	Dec. 31, 2023 USD ($)
Operating Lease [Member]
Schedule of Reconciles Undiscounted Lease Liabilities to the Total Lease Liabilities Recognized [Line Items]
Operating Lease, 2024	$ 275,875
Operating Lease, 2025	284,151
Operating Lease, 2026	292,676
Operating Lease, 2027	301,456
Operating Lease, 2028	310,500
Operating Lease, Thereafter	238,078
Operating Lease, Total undiscounted lease liabilities	1,702,736
Operating Lease, Less effects of discounting	258,389
Operating Lease, Total lease liabilities	1,444,347
Finance Lease [Member]
Schedule of Reconciles Undiscounted Lease Liabilities to the Total Lease Liabilities Recognized [Line Items]
Finance Lease, 2024	72,375
Finance Lease, 2025	54,281
Finance Lease, 2026
Finance Lease, 2027
Finance Lease, 2028
Finance Lease, Thereafter
Finance Lease, Total undiscounted lease liabilities	126,656
Finance Lease, Less effects of discounting	15,516
Finance Lease, Total lease liabilities	$ 111,140

Nature of Operations and Basis of Presentation (Details) - USD ($)				12 Months Ended
	Sep. 08, 2023	Apr. 26, 2023	Feb. 15, 2023	Dec. 31, 2023	Dec. 31, 2022	Aug. 29, 2023	Dec. 31, 2021	Apr. 08, 2014
Nature of Operations and Basis of Presentation [Line Items]
Aggregate shares (in Shares)		819,352				320,000,000
Price per share (in Dollars per share)		$ 10
Agreement closing date		90 days
Common stock price per share (in Dollars per share)				$ 0.00001	$ 0.00001	$ 0.00001
Common stock shares (in Shares)				380,648	330,648	300,000,000
Purchase price				$ 1,000
Issuance gross proceeds				1,800,000
Offering cost				300,750
Minimum number of public held shares (in Shares)	500,000
Percentage of shares	10.00%
Net cash used in operating activities				(5,004,558)	(3,662,568)
Cash and cash equivalents				2,693,991	2,180,525		$ 4,015,128
Accumulated deficit				(24,136,275)	$ (18,508,684)
SeqLL, LLC [Member]
Nature of Operations and Basis of Presentation [Line Items]
Ownership percentage								100.00%
Promissory Notes [Member]
Nature of Operations and Basis of Presentation [Line Items]
Principal amount				$ 1,375,000
Common Stock Issuance [Member]
Nature of Operations and Basis of Presentation [Line Items]
Issuance gross proceeds			$ 1,800,000
Preferred Stock [Member]
Nature of Operations and Basis of Presentation [Line Items]
Preferred shares (in Shares)						20,000,000
Common Stock [Member]
Nature of Operations and Basis of Presentation [Line Items]
Common stock price per share (in Dollars per share)			$ 36
Shares issued (in Shares)			50,000
Offering cost			$ 300,750

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
Consolidated Statements of Cash Flows - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Cash Flows from Operating Activities
Net loss	$ (5,627,591)	$ (4,094,833)
Adjustment to reconcile net loss to net cash used in operating activities:
Depreciation	154,234	87,937
Write-off of obsolete inventory	165,852	79,011
Unrealized gain on marketable equity securities		(54,508)
Realized (gain)/loss on marketable debt and equity securities	(106,051)	106,324
Provision for bad debts	78,491
Stock-based compensation	391,649	256,900
Non-cash lease expense	21,259	111,984
Changes in operating assets and liabilities
Accounts receivable, net		9,500
Other receivables		(25,035)
Prepaid expenses	101,420	14,197
Inventory		(20,708)
Other assets	35,946	(68,466)
Accounts payable	(99,496)	(248,928)
Accrued expenses	(120,271)	184,057
Net cash used in operating activities	(5,004,558)	(3,662,568)
Cash Flows from Investing Activities
Purchases of lab equipment	(61,989)	(40,020)
Purchases of marketable debt securities	(2,800,386)	(4,014,153)
Proceeds from sales of marketable equity securities		5,882,138
Maturity of marketable debt securities	6,920,000
Net cash provided by investing activities	4,057,625	1,827,965
Cash Flows from Financing Activities
Proceeds from issuance of common stock, gross	1,800,000
Payment for issuance costs of common stock	(300,750)
Repayments of finance lease liability	(38,851)
Net cash provided by financing activities	1,460,399
Net increase (decrease) in cash and cash equivalents	513,466	(1,834,603)
Cash and cash equivalents, beginning of period	2,180,525	4,015,128
Cash and cash equivalents, end of period	2,693,991	2,180,525
Supplemental disclosure of cash flow information and non-cash financing transactions
Right-of-use asset acquired through operating lease		1,257,495
Fixed assets acquired through finance lease	187,497
Leasehold improvements financed through tenant improvement allowance		$ 312,758

Significant Accounting Policies (Details) - USD ($)		12 Months Ended
Significant Accounting Policies (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2022
Significant Accounting Policies (Details) [Line Items]
Allowance for credit losses	$ 6,016	$ 24,507	$ 6,016
Evaluation of inventory	$ 79,011		79,011
Recognized revenues		0	0
Sales of revenue		$ 0	$ 1,177
Percentage of income tax		50.00%
Contractual term years	7 years 1 month 2 days		6 years 9 months 21 days
Director [Member]
Significant Accounting Policies (Details) [Line Items]
Contractual term years		10 years
Revenue, Rights Granted [Member]
Significant Accounting Policies (Details) [Line Items]
Grant revenue	$ 77,482	$ 0	$ 77,482

Accrued Expenses (Details) - Schedule of Accrued Expenses - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Accrued Expenses [Abstract]
Accrued interest	$ 375,191	$ 306,821
Accrued bonuses		135,000
Other		53,641
Accrued expenses, total	$ 375,191	$ 495,462

Significant Accounting Policies (Details) - Schedule of Inventory - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Schedule of Inventory [Abstract]
Raw materials		$ 114,175
Work in process		51,677
Total inventory		$ 165,852

Consolidated Statements of Changes in Stockholders’ Equity (Parentheticals) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Statement of Stockholders' Equity [Abstract]
Net of issuance costs	$ 300,750

Consolidated Balance Sheets (Parentheticals) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Accounts receivable, net of allowances for doubtful accounts (in Dollars)	$ 24,507	$ 6,016
Preferred stock, par value (in Dollars per share)	$ 0.00001	$ 0.00001
Preferred stock, shares authorized	20,000,000	20,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value (in Dollars per share)	$ 0.00001	$ 0.00001
Common stock, shares authorized	300,000,000	300,000,000
Common stock, shares issued	380,648	330,648
Common stock, shares outstanding	380,648	330,648

Related Party Transactions (Tables)

12 Months Ended

Dec. 31, 2023

Schedule of Outstanding Payables

At December 31, 2023 and 2022, the Company had the following outstanding payables, which are included within the Company’s accounts payable above, to affiliated parties for past services:

	December 31, 2023		December 31, 2022
SeqLL Omics Inc.	$	73,764	$	-
Genomic Diagnostic Technologies		-		925
St. Laurent Institute		-		232,418
St. Laurent Realty, Inc.		7,558		7,558
Total related party payables	$	81,322	$	240,901

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Dec. 31, 2023
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Property and Equipment, Net (Details) - USD ($)	12 Months Ended
Property and Equipment, Net (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Property and Equipment, Net [Abstract]
Depreciated assets	$ 232,693
Depreciation expense	154,234	$ 86,397
Finance lease	$ 28,125	$ 0

Property and Equipment, Net

12 Months Ended

Dec. 31, 2023

Property and Equipment, Net [Abstract]

Property and Equipment, net

Note 3 – Property and Equipment, net

Property and equipment are recorded at historical cost and consist of the following:

	December 31,
	2023			2022
Lab equipment	$	739,557		$	767,010
Leasehold improvements		357,006			312,758
Office equipment		23,193			23,193
		1,119,756			1,102,961
Less: accumulated depreciation		(494,396	)		(572,853	)
	$	625,360		$	530,108

During the year ended December 31, 2023, the Company wrote off $232,693 of fully depreciated obsolete assets.

Depreciation expense amounted to $154,234 and $86,397 for the years ended December 31, 2023 and 2022, respectively, of which $28,125 and $0 related to the equipment under the finance lease for the years ended December 31, 2023 and 2022, respectively.

Income Taxes (Details) - Schedule of Income Tax Benefit	12 Months Ended
Income Taxes (Details) - Schedule of Income Tax Benefit	Dec. 31, 2023	Dec. 31, 2022
Schedule of Income Tax Benefit [Abstract]
Computed “expected” tax benefit	(21.00%)	(21.00%)
Increase (decrease) in income taxes resulting from:
State taxes, net of federal benefit	(8.00%)	(8.00%)
Permanent differences	0.00%	0.00%
Increase in valuation reserve	29.00%	29.00%
Total	0.00%	0.00%

Fair Value Measurements

12 Months Ended

Dec. 31, 2023

Fair Value Measurements [Abstract]

Fair Value Measurements

Note 5 – Fair Value Measurements

The accounting guidance defines fair value, establishes a consistent framework for measuring fair value and requires disclosure for each major asset and liability category measured at fair value on either a recurring or non-recurring basis. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the accounting guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

Level 1:

Observable inputs such as quoted prices in active markets.

Level 2:

Inputs, other than the quoted prices in active markets that are observable either directly or indirectly.

Level 3:

Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

The Company did not have any assets or liabilities that were measured at fair value on a recurring basis as of December 31, 2023.

The following table summarizes fair value measurements by level on December 31, 2022 of the Company’s assets measured at fair value on a recurring basis:

	Fair Value Measurements Using
	Fair Value		Level 1		Level 2		Level 3
U.S. government and agency obligations	$	4,036,014	$	4,036,014		-		-

There are no assets or liabilities measured at fair value on a non-recurring basis during the years ended December 31, 2023 and 2022.

The carrying values of financial instruments such as accounts receivable, net, other receivables, accounts payable, and accrued expenses approximated their fair values as of December 31, 2023 and December 31, 2022 due to their short-term maturities. The carrying value of the Company’s Non-Convertible Promissory Notes approximated its fair value as of December 31, 2023 and December 31, 2022.

- Definition

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

+ References + Details

Marketable Securities (Details) - USD ($)	12 Months Ended
Marketable Securities (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Marketable Securities [Abstract]
Debt securities	$ 4,013,563	$ 4,036,014
Unrealized gain		22,451
Net realized loss		51,816
Dividend income	$ 106,051	$ 44,879

- Definition

Amount of realized gain (loss) on investment in debt and equity securities.

+ References + Details

Cover - USD ($)	12 Months Ended
Cover - USD ($)	Dec. 31, 2023	Mar. 31, 2024	Jun. 30, 2023
Document Information [Line Items]
Document Type	10-K
Document Annual Report	true
Document Transition Report	false
Document Financial Statement Error Correction [Flag]	false
Entity Interactive Data Current	Yes
ICFR Auditor Attestation Flag	false
Amendment Flag	false
Document Period End Date	Dec. 31, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	FY
Entity Information [Line Items]
Entity Registrant Name	SeqLL Inc.
Entity Central Index Key	0001605888
Entity File Number	333-254886
Entity Tax Identification Number	46-5319744
Entity Incorporation, State or Country Code	DE
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Shell Company	false
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Public Float			$ 3,769,559
Entity Contact Personnel [Line Items]
Entity Address, Address Line One	3 Federal Street
Entity Address, City or Town	Billerica
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	01821
Entity Phone Fax Numbers [Line Items]
City Area Code	(781)
Local Phone Number	460-6016
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding		380,648
Common Stock, par value $.00001 per share
Entity Listings [Line Items]
No Trading Symbol Flag	true
Title of 12(g) Security	Common Stock, par value $.00001 per share
Warrants to purchase Common Stock
Entity Listings [Line Items]
No Trading Symbol Flag	true
Title of 12(g) Security	Warrants to purchase Common Stock

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2023

Fair Value Measurements [Abstract]

Schedule of Assets Measured at Fair Value

The following table summarizes fair value measurements by level on December 31, 2022 of the Company’s assets measured at fair value on a recurring basis:

	Fair Value Measurements Using
	Fair Value		Level 1		Level 2		Level 3
U.S. government and agency obligations	$	4,036,014	$	4,036,014		-		-

Stock Option Plan

12 Months Ended

Dec. 31, 2023

Stock Option Plan [Abstract]

Stock Option Plan

Note 6 – Stock Option Plan

The Company’s 2014 Equity Incentive Plan (the “2014 Plan”) permits the grant of options and restricted stock units for its common stock and shares of common stock to its employees, board members and consultants for up to 87,500 shares.

As of December 31, 2023, there were 19,655 shares available for future issuance under the 2014 Plan. Generally, option awards are granted with an exercise price equal to the fair value of the Company’s stock at the date of grant and vest over a period of three to four years. No option may have a term in excess of ten years from the option grant date. Certain option and share awards provide for accelerated vesting if there is a change in control (as defined by the 2014 Plan). The weighted average grant date fair value of options granted during the years ended December 31, 2023 and 2022 was $11.60 and $35.60, respectively, per share.

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

	Number of Options			Weighted- Average Exercise Price per Share		Weighted Average Remaining Contractual Term (in Years)
Outstanding as of December 31, 2022		50,098		$	75.20		7.09
Granted		13,550		$	20.04		10.00
Cancelled/Forfeited		(9,628	)	$	116.68
Outstanding of December 31, 2023		54,020		$	72.55		6.81
Exercisable at December 31, 2023		27,075		$	50.56		2.53

The restricted stock unit activity for the year ended December 31, 2023 is as follows:

	Number of Shares		Weighted- Average Exercise Price per Share		Weighted Average Remaining Contractual Term (in Years)
Outstanding as of December 31, 2022		-	$	-		-
Granted		13,825	$	25.60
Outstanding of December 31, 2023		13,825	$	25.60		9.17
Exercisable at December 31, 2023		-	$	-		-

During the years ended December 31, 2023 and 2022, the Company recorded $391,649 and $256,900 of stock-based compensation associated with granted and vested stock options and restricted stock units, respectively. As of December 31, 2023, there was $682,312 of unrecognized compensation expense related to unvested stock-based compensation awards, which will be recognized over approximately 1.16 years.

Property and Equipment, Net (Details) - Schedule of Property and Equipment - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Schedule of Property and Equipment [Line Items]
Property and equipment	$ 1,119,756	$ 1,102,961
Less: accumulated depreciation	(494,396)	(572,853)
Total Property and equipment	625,360	530,108
Lab equipment [Member]
Schedule of Property and Equipment [Line Items]
Property and equipment	739,557	767,010
Leasehold Improvements [Member]
Schedule of Property and Equipment [Line Items]
Property and equipment	357,006	312,758
Office Equipment [Member]
Schedule of Property and Equipment [Line Items]
Property and equipment	$ 23,193	$ 23,193

Subsequent Events (Details)	12 Months Ended
Subsequent Events (Details)	Dec. 31, 2023 USD ($)
Subsequent Events [Abstract]
Workforce Reduction Cost	$ 44,956

Nature of Operations and Basis of Presentation

12 Months Ended

Dec. 31, 2023

Nature of Operations and Basis of Presentation [Abstract]

Nature of Operations and Basis of Presentation

Note 1 – Nature of Operations and Basis of Presentation

SeqLL Inc. was incorporated as a Delaware corporation on April 3, 2014. On April 8, 2014, SeqLL Inc. acquired a 100% ownership interest in SeqLL, LLC (“Subsidiary”), a domestic limited liability company formed on March 11, 2013 in the State of Massachusetts. SeqLL Inc. is a holding company of the Subsidiary (together the “Company” or “SeqLL”) and is a life sciences company focused on the development and application of innovative genetic analysis technologies and the monetization of these technologies and related intellectual property. The Subsidiary owns technology to enable the analysis of large volumes of genetic material by directly sequencing single molecules of DNA or RNA. The Subsidiary’s principal office is located in Billerica, Massachusetts.

On April 26, 2023, SeqLL Merger LLC (“SeqLL Merger Sub”) was formed in the State of Delaware as a wholly-owned subsidiary of the Company. SeqLL Merger Sub was formed solely for the purpose of completing the Mergers (defined below). SeqLL Merger Sub has not carried on any activities as of December 31, 2023, except for activities incidental to its formation and activities undertaken in connection with the Merger.

On August 30, 2023, the Company executed one-for-40 reverse stock split as disclosed further below.

Proposed Merger

On May 29, 2023, the Company, SeqLL Merger LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Company (“Purchaser Sub”), Atlantic Acquisition Corp, a Delaware corporation (“Atlantic”), Atlantic Merger LLC, a Delaware limited liability company and a majority-owned subsidiary of Atlantic (“Atlantic Merger Sub”), Lyneer Investments, LLC, a Delaware limited liability company (“Lyneer”), IDC Technologies, Inc., a California corporation (“IDC”), and Lyneer Management Holdings LLC, a Delaware limited liability company (“Lyneer Management”), entered into an Agreement and Plan of Reorganization (as amended, the “Merger Agreement”), pursuant to which (i) Atlantic Merger Sub will be merged with and into Lyneer, with Lyneer continuing as the surviving entity (the “Lyneer Merger”), and (ii) Purchaser Sub will subsequently be merged with and into Lyneer, with Lyneer continuing as the surviving entity and as a wholly-owned subsidiary of the Company (the “SeqLL Merger” and, together with the Lyneer Merger, the “Mergers”).

The Merger Agreement contains customary representations and warranties from the parties, and each party has agreed to customary covenants applicable to such party, including, among others, covenants relating to (i) the conduct of their respective businesses in the ordinary course prior to the effective time of the Mergers and (ii) the requirement of each party to maintain and preserve intact their respective business organizations, assets, properties and material business relations.

The obligation of each of the Company, Atlantic and Lyneer, and their respective subsidiaries, to complete the Mergers is subject to the fulfillment (or waiver, to the extent permissible under applicable law) of certain customary closing conditions, plus the conditions that (i) the stockholders of the Company shall have approved the issuance of the shares of the Company’s common stock in the Mergers, (ii) the Company completes the Capital Raise to certain amount of gross proceeds as defined in the Merger Agreement, part of which will be used to pay the Cash Consideration (as defined in the Merger Agreement), and (iii) the Company maintains the continued listing of the Company’s common stock on the Nasdaq Capital Market following the Mergers.

The Merger Agreement, as most recently amended on January 16, 2024, contains certain termination rights, including (i) by mutual consent of the Company, Atlantic, IDC and Lyneer Management, (ii) by any of the Company, Atlantic, IDC or Lyneer Management upon a material breach of the representations or of any covenants or agreements of certain other parties, (iii) by any of the Company, Atlantic, IDC or Lyneer Management if the Mergers have not been consummated by March 15, 2024 (the “Termination Date”), (iv) by any of the Company, Atlantic, IDC or Lyneer Management if any governmental authority shall have issued an order or taken any other action permanently enjoining, restraining or otherwise prohibiting the transactions contemplated by the Merger Agreement, (v) by any of the Company, Atlantic, IDC or Lyneer Management if the special meeting of the Company’s stockholders has been held and the approval of the issuance of the common stock of the Company in the Mergers and the change of control of the Company that will be effected as a result of such issuance and certain other proposals contemplated by the related proxy statement was not approved, or (vi) by Atlantic, IDC or Lyneer Management if the Company is in breach of the rules and regulations of the Nasdaq Stock Market LLC (“Nasdaq”) or has received a notice from Nasdaq relating to the delisting or maintenance of listing of the Company’s common stock on Nasdaq and the Company fails to cure and maintain its listing on Nasdaq prior to the closing of the Mergers.

Prior to its amendment, under the terms of the Merger Agreement, in connection with the consummation of the Mergers, the Company was required to declare (i) a cash dividend payable to its stockholders of record as of April 26, 2023 (the “Record Date”) in an amount equal to the Company’s cash and cash equivalents as of the closing date of the SeqLL Merger (exclusive of any proceeds of the Capital Raise), less any amounts withheld for taxes and certain other obligations as of such date and (ii) a stock dividend issuable to such stockholders of an aggregate of 819,352 shares of the Company’s common stock, assuming a public offering price of $10.00 per share in the Capital Raise. Subsequent amendments removed the requirement for the declaration of such dividends in consideration of the Company’s agreement to make a settlement offer within 90 days of the closing of the Mergers to its stockholders of record as of the Record Date for such dividends to settle any claims for failing to pay such dividends by issuing to such stockholders the amount of cash and the number of shares of the Company’s common stock that such stockholders would have received had such dividends been declared and made.

The terms of the Merger Agreement as further disclosed and described in the Company’s filings with the Securities and Exchange Commission (the “SEC”), which can be accessed by the public over the Internet at the SEC’s website at http:/www.sec.gov or on the Company’s website at www.seqll.com/.

Reverse Stock Split

On August 29, 2023, the Company filed a Certificate of Amendment (the “Certificate of Amendment”) to the Company’s Third Amended and Restated Certificate of Incorporation to (i) effect a reverse stock split of its issued common stock, par value $0.00001 per share (“Common Stock”), in the ratio of one-for-40 (the “Reverse Stock Split”) to be effective at 11:59 p.m., eastern time, on August 30, 2023, and (ii) to increase the authorized capital stock of the Company to 320,000,000 shares, of which 300,000,000 shares shall be Common Stock, and 20,000,000 shares shall be Preferred Stock (the “Capital Stock Increase”). The Common Stock began trading on a split-adjusted basis at the market open on August 31, 2023.

The Reverse Stock Split and the Capital Stock Increase were approved by the stockholders as part of the Special Meeting. No fractional shares were issued as a result of the Reverse Stock Split. Instead, any fractional shares that would have resulted from the Reverse Stock Split were rounded up to the nearest whole number. The Reverse Stock Split affected all stockholders uniformly and did not alter any stockholder’s percentage interest in the Company’s outstanding Common Stock, except for adjustments that may have resulted from the treatment of fractional shares.

All of the Company’s historical share and per share information related to issued and outstanding common stock and outstanding options and warrants exercisable for common stock in these financial statements have been adjusted, on a retroactive basis, to reflect this 1-for-40 reverse stock split.

Asset Purchase Agreement

In connection with the execution and delivery of the Merger Agreement, the Company entered into an asset purchase agreement (“Asset Purchase Agreement”) with SeqLL Omics, Inc., a Delaware corporation (“SeqLL Omics”) on May 29, 2023. SeqLL Omics was formed by Daniel Jones, the Chairman of the Board and Chief Executive Officer of the Company, and certain other Company employees, for the purpose of carrying on the Company’s pre-Merger business after the Mergers. Subject to the terms and conditions of the Asset Purchase Agreement, including the consummation of the Mergers, SeqLL Omics has agreed to purchase from the Company, and the Company has agreed to sell to SeqLL Omics, for a purchase price of $1,000, all of the Company’s rights, title and interests in the assets and properties of the Company as it exists immediately prior to consummation of the Mergers, excluding cash and cash equivalents, including without limitation:

●

all inventory;

●

all leasehold interests in real estate;

●

all contracts with customers, vendors and suppliers and all technology license agreements;

●

all intellectual property and general intangibles;

●

all equipment and other tangible assets used in, or related to, its business operations; and

●

all accounts receivable.

In addition to keeping its cash and cash equivalents, the Company will not sell or transfer, and SeqLL Omics will not acquire, certain contracts unrelated to the Company’s pre-Merger business operations, the Company’s corporate records or its rights under the Merger Agreement.

Pursuant to the Asset Purchase Agreement, SeqLL Omics will assume from the Company all obligations or liabilities of the Company related to its pre-Merger business operations, including those under the contracts and leases that it will purchase, other than the following:

●

obligations to pay any rent pursuant to the Company’s real estate lease prior to the first anniversary of the closing under the Asset Purchase Agreement;

●

all obligations of the Company under the Merger Agreement;

●

obligations of the Company that are not related to the Company’s current business operations and arise following the closing;

●

amounts payable under the promissory note of the Company in the principal amount of $1,375,000 payable to St. Laurent Investments LLC, an entity affiliated with William C. St. Laurent, one of the founders and (directly and through affiliates) a principal stockholder of the Company; and

●

any obligations under the excluded contracts.

The Company will be responsible for the payment of transfer taxes, if any, related to the transfer of the transferred assets.

Common Stock Issuance

On February 15, 2023, the Company issued 50,000 shares of common stock to investors, after the reflection of the Reverse Stock Split, at a price of $36.00 per share. The gross proceeds of the issuance was $1,800,000. The Company incurred offering costs of $300,750.

Delisting from the Nasdaq Stock Market

On September 8, 2023, and September 18, 2023, the Company received letters from Nasdaq regarding our compliance with Nasdaq Listing Rule 5550(a)(4), which requires us to have a minimum of 500,000 publicly-held shares of common stock, exclusive of shares held by officers, directors and 10% stockholders. The letters from Nasdaq indicated that according to its calculations, as of September 7, 2023, the Company no longer met the requirements of such Rule, and the Company was given until September 25, 2023 to submit a plan to Nasdaq to regain compliance. On September 22, 2023, the Company advised Nasdaq that it expected to regain compliance with Rule 5550(a)(4) upon consummation of the Merger and Nasdaq granted the Company an extension through October 15, 2023 to demonstrate compliance with the public float rule. On October 16, 2023, the Company submitted a late request asking that the public float exception be extended through October 31, 2023. On October 17, 2023, Nasdaq issued a final extension to October 31, 2023 and advised the Company that no further continuances would be granted and that the Company’s failure to meet the terms of the extension would result in the immediate delisting of our securities from Nasdaq.

On November 9, 2023, the Company confirmed to Nasdaq that our public float as of October 31, 2023 and November 10, 2023, was below the minimum requirement in Rule 5550(a)(4). On November 10, 2023, the Company received a letter from Nasdaq indicating that, in light of the Company’s inability to meet the terms of Nasdaq’s amended decision of October 17, 2023, Nasdaq determined to delist the Company’s securities from Nasdaq. Nasdaq suspended trading in the Company’s securities effective at the open of trading on November 13, 2023. As the Company is pursuing a new listing of its securities on Nasdaq, the Company has withdrawn its request for a hearing on the delisting.

On February 21, 2024, the Company received the remove from listing notice from Nasdaq as it relates to the Company’s common stock and warrants.

Risks and Uncertainties

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

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. 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.

Basis of Presentation

The accompanying consolidated financial statements include the accounts of SeqLL Inc. and its wholly-owned subsidiaries, SeqLL, LLC and SeqLL Merger Sub. All intercompany accounts and transactions have been eliminated in consolidation.

Going Concern Uncertainty

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. We experienced negative cash flows from operations of $5,004,558 for the year ended December 31, 2023, which included our costs and expenses related to the transactions contemplated by the Merger Agreement. As a result of our recent common stock offerings in August 2021 and February of 2023 and the maturity of our marketable debt securities, we had cash and cash equivalents of we had cash and cash equivalents of $2,693,991 at December 31, 2023.

The Company estimates cash resources will be sufficient to fund its operations into the first quarter of 2025. The Company will need additional capital to fund its planned operations for the next 12 months, if the Merger is not completed. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

The consolidated financial statements for the years ended December 31, 2023 and 2022 were prepared under the assumption that the Company will continue as a going concern, which contemplates that the Company will be able to realize assets and discharge liabilities in the normal course of business.

Since inception, we have funded our operations primarily through equity and debt financings, as well as from modest sales of products and research services. As of December 31, 2023, and we had an accumulated deficit of $24,136,275.

The Company expects that it will seek to raise additional capital through equity offerings, grant financing, and convertible debt. Additional funds may not be available when it needs them on terms that are acceptable to them, or at all. If adequate funds are not available, it may be required to delay its operational strategies, and to delay or reduce the scope of its research or development programs.

Marketable Securities

12 Months Ended

Dec. 31, 2023

Marketable Securities [Abstract]

Marketable Securities

Note 10 – Marketable Securities

The Company did not hold any marketable securities as of December 31, 2023.

The cost and fair value of marketable securities, which are available-for-sale debt securities, were $4,013,563 and $4,036,014 as of December 31, 2022, respectively, resulting in a $22,451 unrealized gain included in the other comprehensive income for the year ended December 31, 2022.

The Company recognized a net realized loss of $51,816 on marketable equity securities for the year ended December 31, 2022.

The Company’s interest and dividend income amounted to $106,051 and $44,879 for the years ended December 31, 2023, and 2022, respectively.

Common Stock Warrants

12 Months Ended

Dec. 31, 2023

Common Stock Warrants [Abstract]

Common Stock Warrants

Note 9 – Common Stock Warrants

The following table summarizes information with regard to outstanding warrants to purchase common stock as of December 31, 2023:

	Number of
	Shares
	Issuable
	Upon
	Exercise of
	Outstanding		Exercise
Issuance Date	Warrants		Price		Expiration Date
1/31/2019		48	$	124.00	1/30/2024
2/7/2019		41	$	124.00	2/6/2024
2/21/2019		41	$	124.00	2/20/2024
3/20/2019		84	$	124.00	3/18/2024
4/8/2019		48	$	124.00	4/6/2024
11/19/2020		1,333	$	164.00	6/30/2024
11/19/2020		213	$	164.00	6/30/2024
1/8/2021		333	$	164.00	6/30/2024
1/11/2021		667	$	164.00	6/30/2024
2/13/2021		333	$	164.00	6/30/2024
3/16/2021		267	$	164.00	6/30/2024
3/16/2021		333	$	164.00	6/30/2024
8/31/2021		87,975	$	170.00	8/31/2026
8/31/2021		3,825	$	187.00	8/26/2026
9/29/2021		236	$	187.00	8/26/2026
		95,777

During the year ended December 31, 2023, warrants to purchase 12,162 and 1,763 shares of common stock with an exercise price of $86.40 and $124.00, respectively, expired.

During the year ended December 31, 2022, warrants to purchase 130 shares of common stock with an exercise price of $124.00 expired.

Consolidated Balance Sheets - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Current assets
Cash and cash equivalents	$ 2,693,991	$ 2,180,525
Marketable securities		4,036,014
Accounts receivable, net of allowance for doubtful accounts of $24,507 and $6,016 as of December 31, 2023 and 2022, respectively	2,723	21,214
Other receivables		60,000
Inventory		165,852
Prepaid expenses	32,933	171,859
Total current assets	2,729,647	6,635,464
Other assets
Property and equipment, net	625,360	530,108
Operating lease right-of-use asset	998,346	1,129,715
Other assets	83,008	118,954
Total assets	4,436,361	8,414,241
Current liabilities
Accounts payable	522,940	622,436
Accrued expenses	375,191	495,462
Current portion of finance lease liability	59,659
Current portion of operating lease liability	198,314	110,114
Non-convertible promissory notes	1,375,000
Total current liabilities	2,531,104	1,228,012
Non-current liabilities
Finance lease liability, less current portion	51,481
Operating lease liability, less current portion	1,246,033	1,444,343
Non-convertible promissory notes - long-term		1,375,000
Total non-current liabilities	1,297,514	2,819,343
Total liabilities	3,828,618	4,047,355
Commitments and contingencies (Note 12)
Stockholders’ equity
Preferred stock, $0.00001 par value; 20,000,000 shares authorized; zero shares issued and outstanding
Common stock, $0.00001 par value; 300,000,000 shares authorized; 380,648 and 330,648 shares issued and outstanding as of December 31, 2023 and December 31, 2022, respectively	4	3
Additional paid-in capital	24,744,014	22,853,116
Accumulated deficit	(24,136,275)	(18,508,684)
Accumulated other comprehensive income		22,451
Total stockholders’ equity	607,743	4,366,886
Total liabilities and stockholders’ equity	$ 4,436,361	$ 8,414,241

Stock Option Plan (Tables)

12 Months Ended

Dec. 31, 2023

Stock Option Plan [Abstract]

Schedule of Stock Option Activity

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

	Number of Options			Weighted- Average Exercise Price per Share		Weighted Average Remaining Contractual Term (in Years)
Outstanding as of December 31, 2022		50,098		$	75.20		7.09
Granted		13,550		$	20.04		10.00
Cancelled/Forfeited		(9,628	)	$	116.68
Outstanding of December 31, 2023		54,020		$	72.55		6.81
Exercisable at December 31, 2023		27,075		$	50.56		2.53

Schedule of Restricted Stock Unit Activity

The restricted stock unit activity for the year ended December 31, 2023 is as follows:

	Number of Shares		Weighted- Average Exercise Price per Share		Weighted Average Remaining Contractual Term (in Years)
Outstanding as of December 31, 2022		-	$	-		-
Granted		13,825	$	25.60
Outstanding of December 31, 2023		13,825	$	25.60		9.17
Exercisable at December 31, 2023		-	$	-		-

Significant Accounting Policies (Details) - Schedule of Fair Value of Share-Based Awards Granted	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Significant Accounting Policies (Details) - Schedule of Fair Value of Share-Based Awards Granted [Line Items]
Risk-free interest rate		1.64%
Expected dividend yield	0.00%	0.00%
Expected stock price volatility	57.00%	54.00%
Minimum [Member]
Significant Accounting Policies (Details) - Schedule of Fair Value of Share-Based Awards Granted [Line Items]
Risk-free interest rate	3.59%
Expected option life	6 years	6 years
Maximum [Member]
Significant Accounting Policies (Details) - Schedule of Fair Value of Share-Based Awards Granted [Line Items]
Risk-free interest rate	4.13%
Expected option life	6 years 1 month 6 days	6 years 1 month 6 days

Income Taxes

12 Months Ended

Dec. 31, 2023

Income Taxes [Abstract]

Income Taxes

Note 11 - Income Taxes

The Tax Cuts and Jobs Act (the “TCJA”) resulted in significant changes to the treatment of research or experimental (“R&E”) expenditures under Section 174. For tax years beginning after December 31, 2021, taxpayers are required to capitalize and amortize all R&E expenditures that are paid or incurred in connection with their trade or business which represent costs in the experimental or laboratory sense. Specifically, costs for U.S. based R&E activities must be amortized over five years and costs for foreign R&E activities must be amortized over 15 years; both using a midyear convention. The Company has implemented this standard on January 1, 2022, noting that the impact on the Company’s consolidated financial statements was immaterial.

The Company is subject to United States federal and Massachusetts state income taxes at an approximate combined rate of 29% in 2023. During the years ended December 31, 2023 and 2022, there was no provision for income taxes as the Company incurred losses during both periods. The primary component of the Company’s deferred tax assets are its net operating loss carryforwards. At December 31, 2023, the Company has a federal and state net, operating loss carryforward of approximately $21,893,488 and $21,486,471, respectively, which begin expiring in 2034.

The Company’s 2018 and after federal net operating losses can be carried forward indefinitely.

The valuation allowance against deferred tax assets was approximately $6.3 million and $5.5 million as of December 31, 2023, and 2022, respectively. During the years ended December 31, 2023 and 2022, the valuation allowance increased by approximately $0.8 million and $1.2 million, respectively.

As of December 31, 2023, the Company did not maintain any foreign subsidiaries and did not have previously deferred foreign earnings subject to the transition tax.

	2023			2022
Computed “expected” tax benefit		(21.0	)%		(21.0	)%
Increase (decrease) in income taxes resulting from:
State taxes, net of federal benefit		(8.0	)%		(8.0	)%
Permanent differences		0	%		0	%
Increase in valuation reserve		29.0	%		29.0	%
		0	%		0	%

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-13

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

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

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

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

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

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

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

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

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

+ Details

Notes Payable (Details) - USD ($)		12 Months Ended
Notes Payable (Details) - USD ($)	Jun. 30, 2022	Dec. 31, 2023	Dec. 31, 2022
Notes Payable [Line Items]
Interest expense		$ 83,798	$ 90,748
Promissory Notes [Member]
Notes Payable [Line Items]
Promissory note		$ 1,375,000
Minimum [Member]
Notes Payable [Line Items]
Promissory note rate		5.00%
Promissory Notes [Member]
Notes Payable [Line Items]
Interest expense		$ 68,370	$ 90,748
St. Laurent Investments LLC [Member]
Notes Payable [Line Items]
Extend amount	$ 1,375,000

Related Party Transactions

12 Months Ended

Dec. 31, 2023

Related Party Transactions

Note 7 – Related Party Transactions

At December 31, 2023 and 2022, the Company had the following outstanding payables, which are included within the Company’s accounts payable above, to affiliated parties for past services:

	December 31, 2023		December 31, 2022
SeqLL Omics Inc.	$	73,764	$	-
Genomic Diagnostic Technologies		-		925
St. Laurent Institute		-		232,418
St. Laurent Realty, Inc.		7,558		7,558
Total related party payables	$	81,322	$	240,901

The above entities are affiliated with (1) William C. St. Laurent, a former member of the Company’s board of directors, (2) relatives of Mr. St. Laurent or (3) entities controlled by the St. Laurent family, who are controlling shareholders of the Company. St. Laurent Realty, Inc. and Genomic Diagnostic Technologies assisted the Company by previously providing corporate accounting support; St. Laurent Institute, a non-for-profit company, provided bioinformatics specialist support for certain sequencing services.

SeqLL Omics was formed by Daniel Jones, the Chairman of the Board and Chief Executive Officer of the Company, and certain other Company employees, for the purpose of carrying on the Company’s pre-Merger business after the Mergers. SeqLL Omics currently performs research and development services for the Company, in order to facilitate the Company’s pre-Merger research and development efforts. The Company incurred $73,764 in relation to the services provided by SeqLL Omics during the year ended December 31, 2023.

- Definition

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

+ References

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

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-6

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

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

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(g)(3))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(e))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//850/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-6

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

+ Details

Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2023

Significant Accounting Policies [Abstract]

Schedule of Inventory

Inventory consisted of the following:

	December 31,
	2023		2022

Raw materials	$	-	$	114,175
Work in process		-		51,677
Total inventory	$	-	$	165,852

Schedule of Fair Value of Share-Based Awards Granted

The assumptions used in determining the fair value of share-based awards granted during the years ended December 31, 2023 and 2022 are as follows:

	December 31,
	2023			2022
Risk-free interest rate		3.59% – 4.13	%		1.64	%
Expected option life		6 – 6.1 years			6 – 6.1 years
Expected dividend yield		0	%		0	%
Expected stock price volatility		57	%		54	%

Schedule of Diluted Net Loss Per Share

The following potential shares of common stock were not considered in the computation of diluted net loss per share as their effect would have been antidilutive:

	December 31,
	2023		2022
Restricted stock units		13,825		-
Stock options		54,020		50,098
Warrants for common stock		95,777		109,705

Audit Information	12 Months Ended
Audit Information	Dec. 31, 2023
Auditor [Table]
Auditor Name	Wolf & Company, P.C
Auditor Firm ID	392
Auditor Location	Boston, MA

Common Stock Warrants (Details) - $ / shares	12 Months Ended
Common Stock Warrants (Details) - $ / shares	Dec. 31, 2023	Dec. 31, 2022
Common Stock Warrants (Details) [Line Items]
Purchase of common stock		130
Minimum [Member]
Common Stock Warrants (Details) [Line Items]
Purchase of common stock	12,162
Maximum [Member]
Common Stock Warrants (Details) [Line Items]
Purchase of common stock	1,763
Warrant [Member] \| Exercise Price Eighty Six Point Four Zero [Member]
Common Stock Warrants (Details) [Line Items]
Exercise price	$ 86.4
Warrant [Member] \| Exercise Price One Twenty Four [Member]
Common Stock Warrants (Details) [Line Items]
Exercise price	$ 124	$ 124

Subsequent Events

12 Months Ended

Dec. 31, 2023

Subsequent Events [Abstract]

Subsequent Events

Note 13 – Subsequent Events

As part of the Company’s continuing efforts to reduce operating expenses and conserve cash following the execution of the Merger Agreement, the Company further reduced its workforce by terminating the employment of three full-time employees. The Company incurred total costs of approximately $44,956 associated with this workforce reduction.

Stock Option Plan (Details) - Schedule of Stock Option Activity		12 Months Ended
	Dec. 31, 2022 $ / shares shares	Dec. 31, 2022 $ / shares shares
Schedule of Stock Option Activity [Abstract]
Number of Options, Outstanding ending \| shares	50,098
Weighted- Average Exercise Price per Share, Outstanding ending \| $ / shares	$ 75.2
Weighted Average Remaining Contractual Term (in Years), Outstanding ending	7 years 1 month 2 days	6 years 9 months 21 days
Number of Options, Outstanding ending \| shares	54,020	54,020
Weighted- Average Exercise Price per Share, Outstanding ending \| $ / shares	$ 72.55	$ 72.55
Number of Options, Exercisable \| shares	27,075	27,075
Weighted- Average Exercise Price per Share, Exercisable \| $ / shares	$ 50.56	$ 50.56
Weighted Average Remaining Contractual Term (in Years), Exercisable		2 years 6 months 10 days
Number of Options, Granted \| shares		13,550
Weighted- Average Exercise Price per Share, Granted \| $ / shares		$ 20.04
Weighted Average Remaining Contractual Term (in Years), Granted		10 years
Number of Options, Cancelled/Forfeited \| shares		(9,628)
Weighted- Average Exercise Price per Share, Cancelled/Forfeited \| $ / shares		$ 116.68