0001213900-24-044770 | 10-Q | XBRL Viewer

Related Party Transactions (Details) - Schedule of Outstanding Payables - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Related Party Transaction [Line Items]
Outstanding payable	$ 30,250	$ 81,322
SeqLL Omics Inc [Member]
Related Party Transaction [Line Items]
Outstanding payable	22,692	73,764
St. Laurent Realty, Inc. [Member]
Related Party Transaction [Line Items]
Outstanding payable	$ 7,558	$ 7,558

Stock-Based Compensation (Details) - Schedule of Restricted Stock Unit Activity - $ / shares		3 Months Ended
	Dec. 31, 2023	Mar. 31, 2024
Schedule of Restricted Stock Unit Activity [Abstract]
Number of Shares, Outstanding Ending Balance	13,825	8,283
Weighted- Average Exercise Price per Share, Outstanding Ending Balance	$ 25.6	$ 25.6
Weighted Average Remaining Contractual Term (in Years), Outstanding Ending Balance	9 years 2 months 1 day	8 years 11 months 1 day
Number of Shares, Vested		(4,142)
Weighted- Average Exercise Price per Share, Vested		$ 25.6
Weighted Average Remaining Contractual Term (in Years), Vested		8 years 11 months 1 day
Number of Shares, Cancelled/Forfeited		(1,400)
Weighted- Average Exercise Price per Share, Cancelled/Forfeited		$ 25.6

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Cash Flows from Operating Activities
Net loss	$ (1,095,580)	$ (1,718,366)
Adjustment to reconcile net loss to net cash used in operating activities:
Depreciation	41,329	30,246
Write-off of obsolete inventory		165,852
Realized gain on marketable debt and equity securities		(48,072)
Provision for bad debts		78,491
Stock-based compensation	65,653	82,594
Non-cash lease expense	(13,817)	11,689
Changes in operating assets and liabilities
Prepaid expenses	(667)	50,959
Other assets	1,789	7,856
Accounts payable	(25,499)	263,686
Accrued expenses	35,753	(46,971)
Net cash used in operating activities	(991,039)	(1,122,036)
Cash Flows from Investing Activities
Purchases of lab equipment		(61,888)
Maturity of marketable debt securities		2,548,000
Net cash provided by investing activities		2,486,112
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	(14,026)
Net cash (used in) provided by financing activities	(14,026)	1,499,250
Net (decrease) increase in cash and cash equivalents	(1,005,065)	2,863,326
Cash and cash equivalents, beginning of period	2,693,991	2,180,525
Cash and cash equivalents, end of period	$ 1,688,926	$ 5,043,851

Nature of Operations and Basis of Presentation

3 Months Ended

Mar. 31, 2024

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”, SeqLL”, “we”, “us” or “our”) and is a life sciences company focused on the development and application of innovative genetic analysis technologies and the monetization of that technology 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 Merger (defined below). SeqLL Merger Sub has not carried on any activities as of March 31, 2024, except for activities incidental to its formation and activities undertaken in connection with the Merger Agreement (defined below) and the Merger.

On August 30, 2023, the Company executed one-for-40 reverse stock split of its common stock 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 (which approval has been received), and (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.

The Merger Agreement, as most recently amended on April 15, 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 June 30, 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. The most recent amendment also amended the closing conditions to the Mergers to remove the requirement that the common stock of the Company be listed on the Nasdaq Capital Market upon the closing of the Mergers and to, instead, require that the common stock of the Company be listed or approved for listing on the Cboe BZX Exchange, Inc. (“CBOE”) upon the closing of the Mergers and to require that the Company be in compliance with all CBOE rules and regulations.

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, 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.

All of the Company’s 2023 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, 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 in order to make a cash dividend to the Company’s stockholders, 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.

Delisting from the Nasdaq Stock Market

On September 8, 2023, and September 18, 2023, the Company received letters from Nasdaq regarding its compliance with Nasdaq Listing Rule 5550(a) (4), which requires the Company 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 the Company’s securities from Nasdaq.

On November 9, 2023, the Company confirmed to Nasdaq that its 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.

On February 21, 2024, the Company received notice from Nasdaq of the removal of the listing of the Company’s common stock and warrants. On March 20, 2024, the Company received the notification of termination of the registration of the Company’s common stock and warrants under Section 12(b) of the Securities and Exchange Act of 1934.

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 unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, SeqLL, LLC and SeqLL Merger Sub. All intercompany accounts and transactions have been eliminated in consolidation. The accompanying unaudited condensed consolidated financial statements of the Company have been prepared on the same basis as the annual audited consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for the fair presentation of the Company’s condensed consolidated financial position as of March 31, 2024 and its results of operations for the three months ended March 31, 2024 and 2023, and changes in stockholders’ equity and cash flows for the periods presented. The results disclosed in the condensed consolidated statements of operations and comprehensive loss for the three months ended March 31, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2023 filed with the Securities and Exchange Commission.

Going Concern Uncertainty

The accompanying condensed 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 $1 million for the three months ended March 31, 2024, which included our costs and expenses related to the transactions contemplated by the Merger Agreement. The Company had cash and cash equivalents of $1.7 million at March 31, 2024 and an accumulated deficit of $25 million.

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 condensed consolidated financial statements for the three months ended March 31, 2024 and 2023 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.

Significant Accounting Policies (Details) - Schedule of Diluted Net Loss Per Share - shares	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Restricted Stock Units [Member]
Schedule of Diluted Net Loss Per Share [Line Items]
Diluted net loss per share	8,283	13,825
Stock Options [Member]
Schedule of Diluted Net Loss Per Share [Line Items]
Diluted net loss per share	47,639	63,648
Warrants for Common Stock [Member]
Schedule of Diluted Net Loss Per Share [Line Items]
Diluted net loss per share	95,563	109,705

Related Party Transactions

3 Months Ended

Mar. 31, 2024

Related Party Transactions

Note 5 – Related Party Transactions

At March 31, 2024 and December 31, 2023, the Company had the following outstanding payables to its shareholders for past services, which are included within the Company’s accounts payable above:

	March 31,		December 31,
	2024		2023
SeqLL Omics Inc.	$	22,692	$	73,764
St. Laurent Realty, Inc.		7,558		7,558
	$	30,250	$	81,322

St. Laurent Realty, Inc. assisted the Company by previously providing corporate accounting support, and is affiliated with William C. St. Laurent, a former member of the Company’s board of directors. No expense was recorded associated with these entities for the three month periods ended March 31, 2024 or 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. 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 recorded $34,382 of expenses associated with services provided by SeqLL Omics for the three-month period ended March 31, 2024. The Company did not incur expenses associated with services provided by SeqLL Omics for the three month period ended March 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
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-Name Accounting Standards Codification
-Section 50
-Paragraph 2
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-URI https://asc.fasb.org/1943274/2147480990/946-20-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

+ Details

Notes Payable (Details) - USD ($)	3 Months Ended
Notes Payable (Details) - USD ($)	Mar. 31, 2024	Mar. 31, 2023
Notes Payable [Line Items]
Interest expense	$ 39,820	$ 16,806
Promissory Notes [Member]
Notes Payable [Line Items]
Promissory note interest rate	5.00%
Interest expense	$ 35,754	$ 16,806
Promissory Notes [Member]
Notes Payable [Line Items]
Promissory note	1,375,000
Promissory Notes [Member] \| St. Laurent Investments LLC [Member]
Notes Payable [Line Items]
Promissory note	$ 1,375,000

Notes Payable

3 Months Ended

Mar. 31, 2024

Notes Payable [Abstract]

Notes Payable

Note 6 – Notes Payable

From April 29, 2019 to April 29, 2020, the Company entered into a series of non-convertible promissory notes (the “Promissory Notes”) with St. Laurent Investments LLC amounting to $1,375,000. The Promissory Notes had a one-year term, most recently extended through July 31, 2024. The Promissory Notes bear interest accruing at the rate of 5% per annum, which is compounded on an annual basis.

For the three months ended March 31, 2024 and 2023, interest expense on the Promissory Notes was $35,754 and $16,806, respectively.

Condensed Consolidated Statements of Changes in Stockholders’ Equity (Unaudited) - USD ($)	Common Stock	Additional Paid-In Capital	Accumulated Other Comprehensive Income (Loss)	Accumulated Deficit	Total
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		82,594			82,594
Other comprehensive income			(4,512)		(4,512)
Net loss				(1,718,366)	(1,718,366)
Balance at Mar. 31, 2023	$ 4	24,434,959	17,939	(20,227,050)	4,225,852
Balance (in Shares) at Mar. 31, 2023	380,648
Balance at Dec. 31, 2023	$ 4	24,744,014		(24,136,275)	607,743
Balance (in Shares) at Dec. 31, 2023	380,648
Stock-based compensation expense		65,653			65,653
Issuance of common stock for vested RSU’s
Issuance of common stock for vested RSU’s (in Shares)	4,142
Net loss				(1,095,580)	(1,095,580)
Balance at Mar. 31, 2024	$ 4	$ 24,809,667		$ (25,231,855)	$ (422,184)
Balance (in Shares) at Mar. 31, 2024	384,790

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Amount of tax expense (benefit) allocated to other comprehensive income (loss).

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

+ References + Details

- Definition

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

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+ Details

Common Stock Warrants

3 Months Ended

Mar. 31, 2024

Common Stock Warrants [Abstract]

Common Stock Warrants

Note 7 – Common Stock Warrants

The following table summarizes information with regard to outstanding warrants to purchase the Company’s common stock as of March 31, 2024. All warrants are accounted for as equity based on the U.S. GAAP guidance applicable to the instruments indexed to an entity’s own stock.

	Number of
	Shares
	Issuable
	Upon
	Exercise of
	Outstanding		Exercise
Issuance Date	Warrants		Price		Expiration Date
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
		95,563

During the three-month period March 31, 2024, warrants to purchase 214 shares of common stock with exercise prices of $124.00, expired.

Commitments and Contingencies (Details)		3 Months Ended
Commitments and Contingencies (Details)	May 01, 2023 USD ($)	Mar. 31, 2024 USD ($)	Mar. 31, 2023 USD ($)	Dec. 31, 2023 USD ($)	Feb. 02, 2022 m²
Commitments and Contingencies [Line Items]
Office square feet (in Square Meters) \| m²					15,638
Lease term					92 months
Remaining lease term		5 years 6 months
Rent expense		$ 54,643	$ 54,643
Cash payment		68,456	$ 42,950
Current operating lease liability		203,288		$ 198,314
Operating lease liability non current		1,193,059		1,246,033
Finance lease term	36 months
Amount of finance lease purchase option price	$ 1	1
Interest expense		4,066
Finance lease liability		14,026
Depreciation expense		9,375
Finance lease liability current		62,106		59,659
Portion of finance lease liability		35,008		$ 51,481
Operating Lease [Member]
Commitments and Contingencies [Line Items]
Current operating lease liability		203,288
Operating lease liability non current		$ 1,193,059
Finance Lease [Member]
Commitments and Contingencies [Line Items]
Remaining lease term		1 year 6 months
Cash payments		$ 18,092
Finance lease liability		97,114
Finance lease liability current		62,106
Portion of finance lease liability		$ 35,008

Significant Accounting Policies

3 Months Ended

Mar. 31, 2024

Significant Accounting Policies [Abstract]

Significant Accounting Policies

Note 2 – Significant Accounting Policies

During the three-month period ended March 31, 2024, there were no changes to the significant accounting policies in relation to what was described in the Annual Report on Form 10-K for the year ended December 31, 2023.

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.

Segments

The Company operates in a single business segment that includes the design, development and manufacturing of genetic analysis technologies.

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 restricted stock units, 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:

	March 31,
	2024		2023
Restricted stock units		8,283		13,825
Stock options		47,639		63,648
Warrants for common stock		95,563		109,705

Recently Issued Accounting Standards

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

Nature of Operations and Basis of Presentation (Details) - USD ($)		3 Months Ended
	Sep. 08, 2023	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Aug. 29, 2023	Apr. 26, 2023	Apr. 08, 2014
Nature of Operations and Basis of Presentation [Line Items]
Reverse stock split		one-for-40
Aggregate shares					320,000,000	819,352
Price per share						$ 10
Common stock price per share		$ 0.00001		$ 0.00001	$ 0.00001
Common stock shares issued		384,790		380,648	300,000,000
Purchase price		$ 1,000
Minimum number of public held shares	500,000
Percentage of shares	10.00%
Net cash used in operating activities		(991,039)	$ (1,122,036)
Cash and cash equivalents		1,688,926		$ 2,693,991
Accumulated deficit		(25,231,855)		$ (24,136,275)
SeqLL, LLC [Member]
Nature of Operations and Basis of Presentation [Line Items]
Ownership percentage							100.00%
Preferred Stock [Member]
Nature of Operations and Basis of Presentation [Line Items]
Preferred shares					20,000,000
Promissory Notes [Member]
Nature of Operations and Basis of Presentation [Line Items]
Principal amount		$ 1,375,000

Related Party Transactions (Tables)

3 Months Ended

Mar. 31, 2024

Schedule of Outstanding Payables

At March 31, 2024 and December 31, 2023, the Company had the following outstanding payables to its shareholders for past services, which are included within the Company’s accounts payable above:

	March 31,		December 31,
	2024		2023
SeqLL Omics Inc.	$	22,692	$	73,764
St. Laurent Realty, Inc.		7,558		7,558
	$	30,250	$	81,322

Common Stock Warrants (Details) - Schedule of Outstanding Warrants to Purchase Common Stock	3 Months Ended
	Mar. 31, 2024 $ / shares shares
Outstanding Warrants to Purchase Common Stock [Line Items]
Number of Shares Issuable Upon Exercise of Outstanding Warrants	95,563
4/8/2019 [Member]
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]
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]
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]
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]
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]
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]
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]
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]
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]
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]
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

Stock-Based Compensation

3 Months Ended

Mar. 31, 2024

Stock-Based Compensation [Abstract]

Stock-based Compensation

Note 4 – Stock-based Compensation

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 March 31, 2024, there were 26,036 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 stock option activity for the period ended March 31, 2024 was as follows:

	Number of Options			Weighted- Average Exercise Price per Share		Weighted Average Remaining Contractual Term (in Years)
Outstanding as of December 31, 2023		54,020		$	72.55		6.81
Cancelled/Forfeited		(6,381	)	$	23.10		-
Outstanding as of March 31, 2024		47,639		$	79.17		6.27
Exercisable at March 31, 2024		33,027		$	91.76		5.41

The restricted stock unit activity for the period ended March 31, 2024 was as follows:

	Number of Shares			Weighted- Average Exercise Price per Share		Weighted Average Remaining Contractual Term (in Years)
Outstanding as of December 31, 2023		13,825		$	25.60		9.17
Vested		(4,142	)		25.60		8.92
Cancelled/Forfeited		(1,400	)	$	25.60		-
Outstanding as of March 31, 2024		8,283		$	25.60		8.92

During the three-month periods ended March 31, 2024 and 2023, the Company recorded $65,653 and $82,594, respectively, of stock-based compensation associated with stock options and restricted stock units, of which $32,315 and $51,520 were included in general and administrative expenses for the three-month periods ended March 31, 2024 and 2023, respectively, and $33,338 and $31,074 were included in research and development expenses for the three-month periods ended March 31, 2024 and 2023, respectively.

As of March 31, 2024, there was approximately $534,861 of unrecognized compensation expense related to unvested stock options and restricted stock units, which will be recognized over approximately one year.

Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Operating expenses
Research and development	$ 316,263	$ 776,720
General and administrative	749,558	981,107
Total operating expenses	1,065,821	1,757,827
Operating loss	(1,065,821)	(1,757,827)
Other (income) and expenses
Investment income	(10,061)	(56,267)
Interest expense	39,820	16,806
Net loss	(1,095,580)	(1,718,366)
Other comprehensive income
Unrealized gain on marketable debt securities		17,569
Reclassification adjustment for net gains included in net loss		(22,081)
Net change		(4,512)
Total comprehensive loss	$ (1,095,580)	$ (1,722,878)
Net loss per share - basic (in Dollars per share)	$ (2.87)	$ (4.83)
Weighted average common shares - basic (in Shares)	382,151	355,648

Commitments and Contingencies (Tables)

3 Months Ended

Mar. 31, 2024

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 condensed consolidated balance sheet as of March 31, 2024:

	Operating Lease		Finance Lease
2024 (remaining)	$	207,420	$	54,281
2025		284,151		54,281
2026		292,676		-
2027		301,456		-
2028		310,500		-
Thereafter		238,076		-
Total undiscounted lease liabilities	$	1,634,279	$	108,562
Less effects of discounting		237,932		11,448
Total lease liabilities	$	1,396,347	$	97,114

Stock-Based Compensation (Tables)

3 Months Ended

Mar. 31, 2024

Stock-Based Compensation [Abstract]

Schedule of Stock Option Activity

The stock option activity for the period ended March 31, 2024 was as follows:

	Number of Options			Weighted- Average Exercise Price per Share		Weighted Average Remaining Contractual Term (in Years)
Outstanding as of December 31, 2023		54,020		$	72.55		6.81
Cancelled/Forfeited		(6,381	)	$	23.10		-
Outstanding as of March 31, 2024		47,639		$	79.17		6.27
Exercisable at March 31, 2024		33,027		$	91.76		5.41

Schedule of Restricted Stock Unit Activity

The restricted stock unit activity for the period ended March 31, 2024 was as follows:

	Number of Shares			Weighted- Average Exercise Price per Share		Weighted Average Remaining Contractual Term (in Years)
Outstanding as of December 31, 2023		13,825		$	25.60		9.17
Vested		(4,142	)		25.60		8.92
Cancelled/Forfeited		(1,400	)	$	25.60		-
Outstanding as of March 31, 2024		8,283		$	25.60		8.92

Fair Value Measurements

3 Months Ended

Mar. 31, 2024

Fair Value Measurements [Abstract]

Fair Value Measurements

Note 3 – 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.

There were no assets measured at fair value on a recurring basis as of March 31, 2024 and December 31, 2023.

There were no assets or liabilities measured at fair value on a non-recurring basis during the three month periods ended March 31, 2024 or 2023.

The carrying values of financial instruments such as accounts receivable, net, other assets, prepaid expenses, accounts payable, and accrued expenses approximated fair value as of March 31, 2024 and December 31, 2023 due to their short-term maturities. The carrying value of the Company’s Non-Convertible Promissory Note approximated its fair value as of March 31, 2024 and December 31, 2023.

- 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

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+ Details

Related Party Transactions (Details)	3 Months Ended
Related Party Transactions (Details)	Mar. 31, 2024 USD ($)
SeqLL Omics Inc [Member]
Related Party Transactions [Line Items]
Service expenses	$ 34,382

Accounting Policies, by Policy (Policies)

3 Months Ended

Mar. 31, 2024

Significant Accounting Policies [Abstract]

Use of Estimates

Use of Estimates

Segments

Segments

The Company operates in a single business segment that includes the design, development and manufacturing of genetic analysis technologies.

Net Loss per Share

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:

	March 31,
	2024		2023
Restricted stock units		8,283		13,825
Stock options		47,639		63,648
Warrants for common stock		95,563		109,705

Recently Issued Accounting Standards

Recently Issued Accounting Standards

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

- Definition

Disclosure of accounting policy for segment reporting.

+ References

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+ Details

Condensed Consolidated Balance Sheets - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Current assets
Cash and cash equivalents	$ 1,688,926	$ 2,693,991
Accounts receivable, net of allowance for doubtful accounts of $24,507 as of March 31, 2024 and December 31, 2023	2,723	2,723
Prepaid expenses	33,600	32,933
Total current assets	1,725,249	2,729,647
Other assets
Property and equipment, net	584,031	625,360
Operating lease right-of-use asset	964,163	998,346
Other assets	81,219	83,008
Total assets	3,354,662	4,436,361
Current liabilities
Accounts payable	497,441	522,940
Accrued expenses	410,944	375,191
Current portion of finance lease liability	62,106	59,659
Current portion of operating lease liability	203,288	198,314
Non-convertible promissory notes	1,375,000	1,375,000
Total current liabilities	2,548,779	2,531,104
Non-current liabilities
Finance lease liability, less current portion	35,008	51,481
Operating lease liability, less current portion	1,193,059	1,246,033
Total non-current liabilities	1,228,067	1,297,514
Total liabilities	3,776,846	3,828,618
Commitments and contingencies (Note 8)
Stockholders’ equity (deficit)
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; 384,790 and 380,648 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively	4	4
Additional paid-in capital	24,809,667	24,744,014
Accumulated deficit	(25,231,855)	(24,136,275)
Total stockholders’ equity (deficit)	(422,184)	607,743
Total liabilities and stockholders’ equity (deficit)	$ 3,354,662	$ 4,436,361

Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2024

Significant Accounting Policies [Abstract]

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:

	March 31,
	2024		2023
Restricted stock units		8,283		13,825
Stock options		47,639		63,648
Warrants for common stock		95,563		109,705

Condensed Consolidated Statements of Comprehensive Loss (Unaudited) (Parentheticals) - $ / shares	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Income Statement [Abstract]
Net loss per share - diluted	$ (2.87)	$ (4.83)
Weighted average common shares - diluted	382,151	355,648

- 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.

+ References

+ Details

Cover - shares	3 Months Ended
Cover - shares	Mar. 31, 2024	May 13, 2024
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes
Amendment Flag	false
Document Period End Date	Mar. 31, 2024
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q1
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 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 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]
Title of 12(b) Security	None
No Trading Symbol Flag	true
Entity Common Stock, Shares Outstanding		380,648

Stock-Based Compensation (Details) - Schedule of Stock Option Activity - $ / shares		3 Months Ended
	Dec. 31, 2023	Mar. 31, 2024
Schedule of Stock Option Activity [Abstract]
Number of Options, Outstanding Ending Balance	54,020	47,639
Weighted- Average Exercise Price per Share, Outstanding Ending Balance	$ 72.55	$ 79.17
Weighted Average Remaining Contractual Term (in Years), Outstanding Ending Balance	6 years 9 months 21 days	6 years 3 months 7 days
Number of Options, Exercisable		33,027
Weighted- Average Exercise Price per Share, Exercisable		$ 91.76
Weighted Average Remaining Contractual Term (in Years), Exercisable		5 years 4 months 28 days
Number of Options, Cancelled/Forfeited		(6,381)
Weighted- Average Exercise Price per Share, Cancelled/Forfeited		$ 23.1

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Mar. 31, 2024
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

Common Stock Warrants (Tables)

3 Months Ended

Mar. 31, 2024

Common Stock Warrants [Abstract]

Schedule of Outstanding Warrants to Purchase Common Stock

The following table summarizes information with regard to outstanding warrants to purchase the Company’s common stock as of March 31, 2024

	Number of
	Shares
	Issuable
	Upon
	Exercise of
	Outstanding		Exercise
Issuance Date	Warrants		Price		Expiration Date
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
		95,563

Common Stock Warrants (Details)	3 Months Ended
Common Stock Warrants (Details)	Mar. 31, 2024 $ / shares shares
Common Stock Warrants [Line Items]
Purchase of common stock \| shares	214
Common Stock [Member] \| Warrant [Member]
Common Stock Warrants [Line Items]
Exercise price \| $ / shares	$ 124

Stock-Based Compensation (Details) - USD ($)	3 Months Ended
Stock-Based Compensation (Details) - USD ($)	Mar. 31, 2024	Mar. 31, 2023
Stock-Based Compensation [Line Items]
Share available for future issuance (in Shares)	26,036
Fair value of options granted (in Dollars per share)	$ 65,653	$ 82,594
General and administrative expenses	$ 32,315	$ 51,520
Research and development expenses	33,338	$ 31,074
Stock Option [Member] \| Restricted Stock Units [Member]
Stock-Based Compensation [Line Items]
Stock-based compensation	$ 534,861
Unvested share-based compensation awards expected term	1 year
2014 Equity Incentive Plan [Member]
Stock-Based Compensation [Line Items]
Grant of options (in Shares)	87,500

Pay vs Performance Disclosure - USD ($)	3 Months Ended
Pay vs Performance Disclosure - USD ($)	Mar. 31, 2024	Mar. 31, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (1,095,580)	$ (1,718,366)

- Definition

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

+ References

+ Details

Commitments and Contingencies (Details) - Schedule of Reconciles Undiscounted Lease Liabilities to the Total Lease Liabilities Recognized	Mar. 31, 2024 USD ($)
Operating Lease [Member]
Schedule of Reconciles Undiscounted Lease Liabilities to the Total Lease Liabilities Recognized [Line Items]
Operating Lease, 2024 (remaining)	$ 207,420
Operating Lease, 2025	284,151
Operating Lease, 2026	292,676
Operating Lease, 2027	301,456
Operating Lease, 2028	310,500
Operating Lease, Thereafter	238,076
Operating Lease, Total undiscounted lease liabilities	1,634,279
Operating Lease, Less effects of discounting	237,932
Operating Lease, Total lease liabilities	1,396,347
Finance Lease [Member]
Schedule of Reconciles Undiscounted Lease Liabilities to the Total Lease Liabilities Recognized [Line Items]
Finance Lease, 2024 (remaining)	54,281
Finance Lease, 2025	54,281
Finance Lease, 2026
Finance Lease, 2027
Finance Lease, 2028
Finance Lease, Thereafter
Finance Lease, Total undiscounted lease liabilities	108,562
Finance Lease, Less effects of discounting	11,448
Finance Lease, Total lease liabilities	$ 97,114

Condensed Consolidated Balance Sheets (Parentheticals) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Accounts receivable, net of allowances for doubtful accounts (in Dollars)	$ 24,507	$ 24,507
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	384,790	380,648
Common stock, shares outstanding	384,790	380,648

Condensed Consolidated Statements of Changes in Stockholders’ Equity (Unaudited) (Parentheticals) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Statement of Stockholders' Equity [Abstract]
Net of issuance costs		$ 300,750

Commitments and Contingencies

3 Months Ended

Mar. 31, 2024

Commitments and Contingencies [Abstract]

Commitments and Contingencies

Note 8 – Commitments and Contingencies

Operating Leases

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. As of March 31, 2024, the remaining lease term was 5.5 years.

The Company recorded expense related to the Billerica Lease in the amount of $54,643 for the three months ended March 31, 2024 and 2023.

The Company made cash payments of $68,456 and $42,950 during the three-month period ended March 31, 2024 and 2023, respectively.

As of March 31, 2024, the Company has presented $203,288 in current portion of operating lease liability and $1,193,059 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. As of March 31, 2024, the remaining lease term was 1.5 years.

The Company made cash payments of $18,092 during the three months ended March 31, 2024. These cash payments, less interest expense of $4,066 for the three months ended March 31, 2024, reduced the Company’s finance lease liability in the amount of $14,026 as of March 31, 2024.

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 $9,375 for the three months ended March 31, 2024.

As of March 31, 2024, the Company has presented $62,106 in current portion of finance lease liability and $35,008 in finance lease liability, less current portion.

The following table reconciles the undiscounted lease liabilities to the total lease liabilities recognized on the condensed consolidated balance sheet as of March 31, 2024:

	Operating Lease		Finance Lease
2024 (remaining)	$	207,420	$	54,281
2025		284,151		54,281
2026		292,676		-
2027		301,456		-
2028		310,500		-
Thereafter		238,076		-
Total undiscounted lease liabilities	$	1,634,279	$	108,562
Less effects of discounting		237,932		11,448
Total lease liabilities	$	1,396,347	$	97,114