0000950170-24-104428 | 8-K | XBRL Viewer

Schedule of Components of net Transfers from pH Pharma

The following activity was extracted from the accounting records of pH Pharma Ltd. on a carve-out basis for the period from January 1, 2022 to March 1, 2022:


	Year Ended December 31,
	2022
Corporate allocations
Research and development	$	482,160
Selling, general and administrative		72,345
Accounts payable and general financing activities		809,469
Net increase in contributions from member	$	1,363,974

Schedule of Number Of Shares of Common Stock Issued Immediately Following the Consummation of the Business Combination

The following table details the number of outstanding shares of common stock of the combined Company immediately following the consummation of the Ignyte Business Combination:


	Shares
Common stock redeemable and outstanding prior to business combination on September 30, 2022		5,750,000
Less: redemption of Ignyte shares		(5,159,287	)
Common stock of Ignyte		590,713
Ignyte founder shares		1,537,500
Shares issued for services and debt settlement		106,150
Total Ignyte shares		2,234,363
Peak Bio shareholders		17,295,044
Total shares of common stock immediately after business combination on November 1, 2022		19,529,407

Schedule of Reconciliation of Cash Flows Related Business Combination

The following table provided the detail of the proceeds from completion of Ignyte business combination in the consolidated statement of cash flows for the year ended December 31, 2022:


	Recapitalization
Cash - Ignyte trust and cash, net of redemptions and PIPE proceeds	$	13,766
Plus: restricted cash - Forward Share Purchase Agreement		4,551,750
Less: cash transaction costs allocated to the Company's equity		(655,141	)
Total	$	3,910,375

Schedule of Reconciliation of Changes in Stockholders' Deficit Related Business Combination

The following table reconciles the elements of the Business Combination to the consolidated statement of changes in stockholders' deficit for the year ended December 31, 2022:


	Recapitalization
Cash - Ignyte trust and cash, net of redemptions and PIPE proceeds	$	13,766
Plus: restricted cash - Forward Share Purchase Agreement		4,551,750
Less: fair value of private warrants		(450,000	)
Less: derivative liability on Forward Share Purchase Agreement		(80,110	)
Less: transaction costs allocated to the Company's equity		(3,907,245	)
Total	$	128,161

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The following table details the allocated assets acquired and liabilities assumed from Ignyte at the Closing Date:


Assets Acquired
Cash - Ignyte trust and cash, net of redemptions	$	3,538,766
Plus: restricted cash - Forward Share Purchase Agreement		4,551,750
Other assets		692,487
Assets acquired		8,783,003
Liabilities Assumed
Fair value of private warrants		450,000
Derivative liability on Forward Share Purchase Agreement		80,110
Other liabilities and accrued expenses		3,944,592
Liabilities assumed		4,474,702
Net assets acquired	$	4,308,301

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

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


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

The following weighted average assumptions were used in determining the fair value of stock options modified during the year ended December 31, 2023:


	Year Ended December 31,
		2023
Expected volatility			79.3	%
Risk-free interest rate			4.66	%
Expected term (in years)			1.0
Expected dividend yield			0	%

The following weighted average assumptions were used in determining the fair value of stock options during the year ended December 31, 2022:


	Year Ended December 31,
		2022
Expected volatility			75.1	%
Risk-free interest rate			1.81	%
Expected term (in years)			7.0
Expected dividend yield			0	%

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

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


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


	December 31,
	2023		2022
Common stock options		1,698,754		1,750,967
Common stock warrants		9,419,352		5,867,045
April 2023 Convertible Notes convertible into common stock		5,493,515		—

Commitments and Contingencies	6 Months Ended	12 Months Ended
Jun. 30, 2024	Dec. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	8. Commitments and Contingencies From time to time, the Company may be involved in litigation relating to claims arising out of operations in the normal course of business. As of June 30, 2024, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the Company’s results of operations, except as discussed in Note 7. At each reporting period, the Company evaluates known claims to determine whether a potential loss amount or a potential range of loss is probable and reasonably estimable under ASC 450, Contingencies. Legal fees are expensed as incurred. Bayer Acquisition Agreement In March 2017, the Company entered into an assignment, license, development and commercialization agreement (the “Bayer Acquisition Agreement”) with Bayer, to acquire from Bayer all right, title and interest in and to PHP-303, including each and every invention and any priority rights relating to its patents. Under the Bayer Acquisition Agreement, the Company is committed to pay certain development and regulatory milestones up to an aggregate amount of $23,500,000 and high single digit royalties based on the sale of products developed based on the licensed compound. Royalties will be payable on a licensed product-by-licensed product and country-by-country basis until the later of ten years after the first commercial sale of such licensed product in such country and expiration of the last patent covering such licensed product in such country that would be sufficient to prevent generic entry. Either party may terminate the Bayer Acquisition Agreement upon prior written notice for the other party’s material breach that remains uncured for a specified period of time or insolvency. Bayer agreed not to assert any Bayer intellectual property rights that were included in the scope of the Bayer Acquisition Agreement against the Company. The Company incurred zero expenses under this agreement as no milestones have been achieved since inception, and no products were sold from inception through June 30, 2024.	8. Commitments and Contingencies Bayer Acquisition Agreement In March 2017, the Company entered into an assignment, license, development and commercialization agreement (the “Bayer Acquisition Agreement”) with Bayer, to acquire from Bayer all right, title and interest in and to PHP-303, including each and every invention and any priority rights relating to its patents. Under the Bayer Acquisition Agreement, the Company is committed to pay certain development and regulatory milestones up to an aggregate amount of $23,500,000 and high single digit royalties based on the sale of products developed based on the licensed compound. Royalties will be payable on a licensed product-by-licensed product and country-by-country basis until the later of ten years after the first commercial sale of such licensed product in such country and expiration of the last patent covering such licensed product in such country that would be sufficient to prevent generic entry. Either party may terminate the Bayer Acquisition Agreement upon prior written notice for the other party’s material breach that remains uncured for a specified period of time or insolvency. Bayer agreed not to assert any Bayer intellectual property rights that were included in the scope of the Bayer Acquisition Agreement against the Company. The Company incurred zero expenses under this agreement as no milestones have been achieved since inception, and no products were sold during the years ended December 31, 2023 and 2022. Legal proceedings The Company is not currently a party to any material legal proceedings. At each reporting date, the Company evaluates whether a potential loss amount or a potential range of loss is probable and reasonably estimable under the provisions of the authoritative guidance that addresses accounting for contingencies. The Company expenses the costs related to its legal proceedings as incurred.

Commitments and Contingencies

6 Months Ended

12 Months Ended

Jun. 30, 2024

Dec. 31, 2023

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

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

Bayer Acquisition Agreement

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

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

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

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

Commitments and Contingencies

Bayer Acquisition Agreement

The Company incurred zero expenses under this agreement as no milestones have been achieved since inception, and no products were sold during the years ended December 31, 2023 and 2022.

Legal proceedings

The Company is not currently a party to any material legal proceedings. At each reporting date, the Company evaluates whether a potential loss amount or a potential range of loss is probable and reasonably estimable under the provisions of the authoritative guidance that addresses accounting for contingencies. The Company expenses the costs related to its legal proceedings as incurred.

Assets - Additional Information (Details) - USD ($)	6 Months Ended		12 Months Ended
Assets - Additional Information (Details) - USD ($)	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Allocation of depreciation expense	$ 53,585	$ 77,238	$ 144,045	$ 151,873
PH Pharma Co Ltd [Member]
Property, Plant and Equipment [Line Items]
Allocation of depreciation expense			$ 144,045	$ 151,873

Subsequent Events - Additional Information (Details) - USD ($)					1 Months Ended								2 Months Ended
	Jul. 12, 2024	May 28, 2024	Jan. 31, 2024	Apr. 28, 2023	Jul. 31, 2024	May 31, 2024	Jan. 31, 2024	Dec. 31, 2023	Apr. 30, 2023	Mar. 31, 2023	Aug. 31, 2021	May 31, 2021	Feb. 29, 2024	Dec. 31, 2024	Aug. 14, 2024	Jun. 30, 2024	Dec. 31, 2022	Sep. 30, 2022
Subsequent Events (Details) [Line Items]
Principal Amount				$ 448,940
Interest rate										5.00%	1.00%	1.00%
Maturity date										Dec. 31, 2023	Jul. 31, 2022	May 31, 2022
Par value of common shares issued (in Dollars per share)								$ 0.0001						$ 0.0001		$ 0.0001	$ 0.0001
Conversion price per share																		$ 10
Commission paid				$ 125,000					$ 125,000
Common Stock Value, Purchase price								$ 2,312								$ 2,312	$ 1,978
Recovery of unpaid wages															$ 32,800
Senior Secured Promissory Note [Member]
Subsequent Events (Details) [Line Items]
Proceeds from a Senior Secured Promissory Note							$ 750,000
Debt Instrument, Interest Rate, Effective Percentage			15.00%				15.00%
Maturity date			Jan. 23, 2025
December 2023 Convertible Notes [Member]
Subsequent Events (Details) [Line Items]
Principal Amount													$ 738,000
Debt Instrument, Interest Rate, Effective Percentage								10.00%
Maturity date								Dec. 18, 2024
Unsecured convertible promissory note								$ 857,097								1,857,352
Aggregate Principal amount								$ 1,000,000					738,000
Conversion Rate								70.00%
Commission paid								$ 83,600					63,840
Percentage of the total number of shares of common stock received								4.00%
May 2024 Convertible Notes
Subsequent Events (Details) [Line Items]
Principal Amount					$ 2,175,000	$ 1,324,500
Debt Instrument, Interest Rate, Effective Percentage	10.00%					10.00%
Maturity date	Dec. 18, 2024					Dec. 18, 2024
Unsecured convertible promissory note																$ 299,744
Aggregate Principal amount	$ 2,175,500	$ 824,500
Conversion Rate	50.00%					50.00%
May 2024 Convertible Notes \| May 2024 Placement Agent [Member]
Subsequent Events (Details) [Line Items]
Principal Amount	$ 2,500,000												2,500,000
Commission paid	$ 200,000					$ 200,000
Percentage of the total number of shares of common stock received	4.00%					4.00%
April 2023 Convertible Note [Member]
Subsequent Events (Details) [Line Items]
Principal Amount													$ 240,000

Grant Revenue - Additional Information (Details) - US Army Medica Research Acquisition Activity [Member] - USD ($)	6 Months Ended		12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Disaggregation of Revenue [Line Items]
Grant revenue			$ 400,000	$ 600,000
Grant [Member]
Disaggregation of Revenue [Line Items]
Grant revenue	$ 0	$ 13,854	400,000	$ 600,000
Available remaining fund	2,500,000		2,500,000
Grant [Member] \| COVID 19 Therapeutic [Member]
Disaggregation of Revenue [Line Items]
Grant revenue	$ 4,000,000		$ 4,000,000

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

+ References + Details

Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).

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Share-Based Payment Arrangement [Abstract]

Share-Based Compensation

6 Months Ended

12 Months Ended

Jun. 30, 2024

Dec. 31, 2023

Share-Based Compensation

The Company’s Long Term Incentive Plan (the “Plan”) became effective on November 1, 2022. Pursuant to the Plan, 4,150,470 shares of Common Stock have been reserved for issuance under the Plan. Under the provisions of the Plan, the stock options shall be granted at an exercise price per share equal to at least the fair market value of the shares of common stock on the date of grant stock

options and would generally have a term of 10 years. Stock options currently outstanding under the Plan generally vest on the second-year anniversary date of grant and exercisable at any time after the grant date.

The following table summarizes the stock option activity:


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

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


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

For the three months ended June 30, 2024 and 2023, the share-based compensation expense was $0 and $133,437, respectively. For the six months ended June 30, 2024 and 2023, the share-based compensation expense was $30,509 and $298,444, respectively. As of June 30, 2024, there was no unrecognized compensation cost and all issued and outstanding stock options were exerciseable.

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


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

Share-Based Compensation

Prior to the Spin-Off, the pH Pharma Ltd Stock Option Plan (the “Plan”) provided for the granting of stock options to purchase common stock in pH Pharma Ltd to employees, directors, advisors, and consultants at a price to be determined by pH Pharma Ltd’ Board of Directors. The Plan was intended to encourage ownership of stock by employees and consultants of the Company and to provide additional incentives for them to promote the success of pH Pharma Ltd’ business. Under the provisions of the Plan, stock options would generally have a term of 7 years. Stock options granted pursuant to the Plan generally vested on the second-year anniversary date of grant and could be exercised in whole or in part for 100% of the shares vested at any time after the date of grant.

As a result of the Spin-Off completed on March 1, 2022, 1,762,667 options of pH Pharma Ltd shares were exchanged into the same number of the options in the Company's 2022 Long Term Incentive Plan. The terms of the options remained unchanged. This exchange did not result in an incremental stock-based compensation expense.

As of December 31, 2023, there were 2,994,226 number of shares available to grant under the 2022 Long Term Incentive Plan.

The following table summarizes the stock option activity:


	Number of Options			Weighted-average exercise price per share		Weighted average remaining contractual term (in years)		Aggregate intrinsic value
Outstanding at December 31, 2022		1,750,967		$	5.36		2.9	$	486,097
Granted		—		$	—
Cancelled/Forfeited		(52,213	)	$	8.05
Exercised		—		$	—
Outstanding at December 31, 2023		1,698,754		$	5.28		1.9	$	—
Exercisable at December 31, 2023		1,525,334		$	4.97		1.6	$	—

In February 2023, the Company extended the term of 335,646 outstanding options to allow the exercise of these options for an additional one year period. As a result, the Company recorded an expense of $16,782 included in general and administrative expenses during the year ended December 31, 2023.

For the years ended December 31, 2023 and 2022, the share-based compensation expense was $275,418 and $560,060, respectively. As of December 31, 2023, there was $0.03 million of unrecognized compensation cost related to unvested stock-based compensation arrangements that is expected to be recognized over a weighted average period of 0.07 years.

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


	Year Ended December 31,
	2023		2022
Research and development	$	95,938	$	380,631
General and administrative		179,480		179,429
Total equity-based compensation	$	275,418	$	560,060

CONSOLIDATED STATEMENTS OF EQUITY (DEFICIT) - USD ($)	Total	Common Stock	Additional Paid-in Capital	Accumulated Other Comprehensive Income (Loss)	Accumulated Deficit
Balance at Dec. 31, 2021	$ (1,935,268)	$ 1,716	$ 6,428,837	$ 88,443	$ (8,454,264)
Balance (in Shares) at Dec. 31, 2021		17,162,742
Capital contribution from pH Pharma Ltd .	1,363,974		1,363,974
Issuance of common stock	1,152,163	$ 13	1,152,150
Issuance of common stock, shares		132,302
Business Combination with Ignyte, net of transaction costs (Note 1)	128,161	$ 224	127,937
Business Combination with Ignyte, net of transaction costs (Note 1), shares		2,234,363
Issuance of PIPE Shares	4,025,000	$ 40	4,024,960
Issuance of PIPE Shares, shares		402,500
Issuance of common stock in settlement of 2022 Pre-Business Combination Convertible Notes and the Director Loan	3,419,712	$ 18	3,419,694
Issuance of common stock in settlement of 2022 Pre-Business Combination Convertible Notes and the Director Loan, shares		176,579
Issuance of common stock under White Lion Purchase Agreement	250,000	$ 5	249,995
Issuance of common stock under White Lion Purchase Agreement, shares		50,200
Repurchase and retirement of share under Forward Share Purchase Agreement	(3,802,623)	$ (38)			(3,802,585)
Repurchase and retirement of share under Forward Share Purchase Agreement, Shares		(375,939)
Capital Contribution from the Extinguishment of Ignyte Sponsor Promissory Note	0
Share-based compensation	452,046		452,046
Foreign currency translation	(58,925)			(58,925)
Net loss	(13,088,717)				(13,088,717)
Balance at Dec. 31, 2022	(8,094,477)	$ 1,978	17,219,593	29,518	(25,345,566)
Balance (in Shares) at Dec. 31, 2022		19,782,747
Issuance of common stock under White Lion Purchase Agreement as a financing fee	250,000	$ 41	249,959
Issuance of common stock under White Lion Purchase Agreement as a financing fee, shares		412,763
Share-based compensation	165,007		165,007
Foreign currency translation	71,576			71,576
Net loss	(6,766,834)				(6,766,834)
Balance at Mar. 31, 2023	(14,374,728)	$ 2,019	17,634,559	101,094	(32,112,400)
Balance (in Shares) at Mar. 31, 2023		20,195,510
Balance at Dec. 31, 2022	(8,094,477)	$ 1,978	17,219,593	29,518	(25,345,566)
Balance (in Shares) at Dec. 31, 2022		19,782,747
Capital Contribution from the Extinguishment of Ignyte Sponsor Promissory Note	211,643
Balance at Jun. 30, 2023	(19,319,248)	$ 2,086	18,623,833	111,460	(38,056,627)
Balance (in Shares) at Jun. 30, 2023		20,862,177
Balance at Dec. 31, 2022	(8,094,477)	$ 1,978	17,219,593	29,518	(25,345,566)
Balance (in Shares) at Dec. 31, 2022		19,782,747
Issuance of common stock under White Lion Purchase Agreement as a financing fee	250,000	$ 41	249,959
Issuance of common stock under White Lion Purchase Agreement as a financing fee, shares		412,763
Issuance of common stock under White Lion Purchase Agreement	105,317	$ 73	105,244
Issuance of common stock under White Lion Purchase Agreement, shares		729,000
Issuance of common stock upon exercise of April 2023 Convertible Note Warrants	1,786,568	$ 171	1,786,397
Issuance of common stock upon exercise of April 2023 Convertible Note Warrants, shares		1,708,333
Issuance of common stock upon exercise of PIPE Warrants	4,920	$ 49	4,871
Issuance of common stock upon exercise of PIPE Warrants, shares		492,045
Reclassification of April 2023 Convertible Note Warrants from Liability to Equity	65,469		65,469
Capital Contribution from the Extinguishment of Ignyte Sponsor Promissory Note	211,643		211,643
Share-based compensation	275,418		275,418
Foreign currency translation	64,110			64,110
Net loss	(12,825,917)				(12,825,917)
Balance at Dec. 31, 2023	(18,156,949)	$ 2,312	19,918,594	93,628	(38,171,483)
Balance (in Shares) at Dec. 31, 2023		23,124,888
Balance at Mar. 31, 2023	(14,374,728)	$ 2,019	17,634,559	101,094	(32,112,400)
Balance (in Shares) at Mar. 31, 2023		20,195,510
Issuance of common stock upon exercise of April 2023 Convertible Note Warrants	644,261	$ 67	644,194
Issuance of common stock upon exercise of April 2023 Convertible Note Warrants, shares		666,667
Capital Contribution from the Extinguishment of Ignyte Sponsor Promissory Note	211,643		211,643
Share-based compensation	133,437		133,437
Foreign currency translation	10,366			10,366
Net loss	(5,944,227)				(5,944,227)
Balance at Jun. 30, 2023	(19,319,248)	$ 2,086	18,623,833	111,460	(38,056,627)
Balance (in Shares) at Jun. 30, 2023		20,862,177
Balance at Dec. 31, 2023	(18,156,949)	$ 2,312	19,918,594	93,628	(38,171,483)
Balance (in Shares) at Dec. 31, 2023		23,124,888
Share-based compensation	30,509		30,509
Foreign currency translation	32,586			32,586
Net loss	(2,434,701)				(2,434,701)
Balance at Mar. 31, 2024	(20,528,555)	$ 2,312	19,949,103	126,214	(40,606,184)
Balance (in Shares) at Mar. 31, 2024		23,124,888
Balance at Dec. 31, 2023	(18,156,949)	$ 2,312	19,918,594	93,628	(38,171,483)
Balance (in Shares) at Dec. 31, 2023		23,124,888
Capital Contribution from the Extinguishment of Ignyte Sponsor Promissory Note	0
Balance at Jun. 30, 2024	(22,590,702)	$ 2,312	19,949,103	141,934	(42,684,051)
Balance (in Shares) at Jun. 30, 2024		23,124,888
Balance at Mar. 31, 2024	(20,528,555)	$ 2,312	19,949,103	126,214	(40,606,184)
Balance (in Shares) at Mar. 31, 2024		23,124,888
Foreign currency translation	15,720			15,720
Net loss	(2,077,867)				(2,077,867)
Balance at Jun. 30, 2024	$ (22,590,702)	$ 2,312	$ 19,949,103	$ 141,934	$ (42,684,051)
Balance (in Shares) at Jun. 30, 2024		23,124,888

Assets - Schedule of Prepaid and Other Current Assets (Details) - USD ($)	Jun. 30, 2024	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Abstract]
Prepaid directors and officers insurance run-off policies	$ 572,362	$ 638,404
Prepaid directors and officers insurance current policies	489,093	1,222,734
Other prepaid expenses	34,484	56,128
Prepaid expenses		1,917,266	$ 2,317,925
Other receivables	0	75,192	244,976
Prepaid and other current assets	$ 1,095,939	$ 1,992,458	$ 2,562,901

Grant Revenue

6 Months Ended

12 Months Ended

Jun. 30, 2024

Dec. 31, 2023

Revenue Recognition [Abstract]

Grant Revenue

12.

Grant Revenue

Government grants

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

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

13.

Grant Revenue

Government grants

For the years ended December 31, 2023 and 2022, grant revenue of approximately $0.4 million and $0.6 million, respectively, was recognized from this grant. Approximately $2.5 million in funding remains available for this grant at December 31, 2023.

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
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-URI https://asc.fasb.org/1943274/2147479806/606-10-50-9

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-10

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org/1943274/2147479806/606-10-50-15

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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-URI https://asc.fasb.org/1943274/2147479806/606-10-50-12

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
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-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-13

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Topic 606
-Publisher FASB
-URI https://asc.fasb.org/606/tableOfContent

Stockholders' Equity Note [Abstract]

Stockholders' Equity

6 Months Ended

12 Months Ended

Jun. 30, 2024

Dec. 31, 2023

Stockholders' Equity

10.

Stockholders' Equity

Key Company Stockholder Agreements

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

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

White Lion Common Stock Purchase and Registration Rights Agreements

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

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

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

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

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

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

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

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

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

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

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

In March 2023, the Company entered into an amendment to the White Lion Purchase Agreement to give the Company the right, but not the obligation to require White Lion to purchase shares of the Company's common stock while trading on the OTC Market. Under the terms of the amendment, at an applicable Percentage Limit of 200%, the Purchase Price to be paid by White Lion for any such shares will equal 90% of the lowest daily volume-weighted average price of common stock during a period of six consecutive Trading Days following the applicable Purchase Notice Date if the Company is listed on the OTC Market with the exception of the OTC Pink or OTC Bulletin Board, in which case the Purchase Price will equal 85% of the lowest daily volume-weighted average price of common stock during a period of six consecutive Trading Days following the applicable Purchase Notice Date. Further, the Company will issue to White Lion within five (5) Trading Days following the effective date of the amendment fully paid, non-assessable shares of the Company's common stock equal to the quotient obtained by dividing (i) $250,000 and (ii) the lowest traded sale price of the common stock of the 10 (ten) Trading Days prior to the effective date of the amendment, minus 50,200. In March 2023, the Company issued 412,763 shares of its common stock to White Lion.

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

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

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

Public Warrants

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

The Company may call the warrants for redemption:

•

in whole and not in part;

•

at a price of $0.01 per warrant;

•

at any time after the warrants become exercisable,

•

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

•

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

•

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

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

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

Private Placement Warrants

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

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

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

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


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

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

April 2023 Convertible Note Warrants

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

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

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

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

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

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


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

11.

Stockholders’ Equity

May 2022 Common Stock Issuance

In May 2022, the Company entered into an agreement with a certain investor in which the investor purchased an aggregate of 132,302 shares of the Company’s common stock for aggregate gross proceeds of $1,152,163.

PIPE Subscription Agreements

In November 2022, concurrently with the closing of the Ignyte Business Combination (see Note 1), the Company entered into a subscription agreement, pursuant to which the Original Subscriber purchased from the Company an aggregate of 50,000 shares of the Company’s common stock for proceeds of $500,000.

In November 2022, concurrently with the closing of the Ignyte Business Combination (see Note 1), the Company entered into subscription agreements with the third-party investors in which the investors purchased, in a private placement, an aggregate of 352,500 shares of the Company’s common stock and 281,325 PIPE Warrants for the total proceeds of $3.525 million.

Forward Share Purchase Agreement

Pursuant to the treatment of the Business Combination as a reverse recapitalization, Peak Bio Ltd. assumed the liability position of Ignyte related to the Forward Share Purchase Agreement (see Note 11).

On October 25, 2022, Ignyte entered into a forward share purchase agreement (the “Forward Share Purchase Agreement”) with Frost Gamma Investments Trust (the “Investor”) pursuant to which, provided that the Investor holds at least 450,000 shares of the common stock as of the closing of the Ignyte Business Combination, the Investor may elect to sell and transfer these shares to the combined company following the Business Combination, and the Company will purchase from the Investor, on the date that is sixty (60) days from the closing of the Business Combination, at the price of $10.115 per share.

Pursuant to an escrow agreement (the “Escrow Agreement”), entered into by and among the Company, Continental Stock Transfer and Trust Co. (“Continental”) and the Investor, to secure its purchase obligation to the Investor, at the closing of the Business Combination, at the closing date of the Ignyte Business Combination, the Company placed into escrow with Continental an aggregate amount of up to $4,551,750 (the “Escrow Amount”).

On December 29, 2022, the Company purchased 375,939 shares of its Common Stock at a price of $10.115 per share following the exercise of the Investor’s rights under the Forward Share Purchase Agreement. The 375,939 repurchased shares of common stock were retired. As a result of the exercise, the $4,551,750 held in escrow were distributed, of which $749,127 were distributed to the Company and $3,802,623 to the Investor.

The put right of the Investor was accounted as a derivative liability (“Forward Agreement Derivative Liability”) in accordance with the guidance in ASC 480. As of October 25, 2022, the fair value of the Forward Agreement Derivative Liability was valued at $68,110, and was considered to be a Level 3 fair value measurement as the fair value was determined based on significant inputs not observable in the market. The fair value of the Forward Share Purchase Agreement was estimated using the Black Scholes Option Pricing Model based on the following assumptions: stock price of $13.05, expected volatility of 28.1%, risk-free rate of 4.0% and expected term of 0.16 year. The derivative liability was settled in December 2022 resulting in a change in fair value of derivative liability of $68,110 for the year ended December 31, 2022. The Forward Agreement Derivative Liability balance was zero as of December 31, 2023 and 2022.

December 2022 PIPE

In December 2022, the Company entered into a subscription agreement under which the Company issued, in a private placement, (i) 50,000 shares of its common stock at $10.00 per share for the total proceeds of $500,000 and (ii) 46,500 PIPE Warrants (see below).

Key Company Stockholder Agreements

On April 28, 2022, the Company entered into the forward purchase agreement (the “Key Company Stockholder Forward Purchase Agreement”) with its founder and director, Hoyoung Huh (the “Key Company Stockholder”). Pursuant to the terms of the Key Company Stockholder Forward Purchase Agreement, the Key Company Stockholder would, subject to the receipt of margin financing within 180 days following the closing of the Ignyte Business Combination, purchase shares of the Company's common stock

at a purchase price of $10.00 per share in a private placement (the “Key Company Stockholder Purchase”) for up to an aggregate amount of $10,000,000 (the “Subscription Amount”), subject to the conditions set forth in the Key Company Stockholder Forward Purchase Agreement.

At the closing of the Ignyte Business Combination, the Company recorded a net derivative liability of $12,000 related to the Company’s obligation to deliver and the Key Company Stockholder obligation to purchase shares as this forward purchase arrangement meets the definition of a derivative under the guidance in ASC 815 (the “Key Company Stockholder Forward Purchase Liability”). The fair value of the Key Company Stockholder Forward Purchase Liability at the issuance date was determined using a probability weighted scenario analysis with a Black Scholes Option Pricing Model based on a stock price of $10, expected volatility of 94.5%, risk-free rate of 4.6% and discounted at 0.5% for the probability of the Company closing the Ignyte Business Combination, the key company stockholder obtaining a margin loan and the Company meeting the NASDAQ listing requirements

On December 29, 2022, the Company and the Key Company Stockholder entered into an amendment to the Key Company Stockholder Forward Purchase Agreement (the “Amendment to Key Company Stockholder Forward Purchase Agreement”), pursuant to which (i) the Key Company Stockholder Purchase was no longer subject to the receipt of margin financing as a condition precedent, (ii) the Key Company Stockholder agreed to fund the Subscription Amount on or prior to March 31, 2023 and (iii) the Key Company Stockholder Purchase would be consummated at a purchase price of $5.18 per share of the Company's common stock. Accordingly, upon closing of such purchase, the Key Company Stockholder would have received 1,930,501 shares of Common Stock in exchange for $10.0 million investment in the Company. The amendment resulted in Key Company Stockholder Forward Purchase Asset of $13,000 and the Company recorded the change in fair value of $25,000 increase for the year ended December 31, 2022. The arrangement was in a net asset position with the fair value of the Key Company Stockholder Forward Purchase Asset estimated at $13,000 at December 31, 2022. The Company also deposited 1,930,501 shares of common stock reserved for the issuance under the Key Company Stockholder Forward Purchase Agreement into escrow.

White Lion Common Stock Purchase and Registration Rights Agreements

On November 3, 2022, the Company entered into a Common Stock Purchase Agreement (the “White Lion Purchase Agreement") and Registration Rights (the “White Lion RRA”) with White Lion Capital, LLC, a Delaware limited liability company (“White Lion”). Pursuant to the White Lion Purchase Agreement, the Company had the right, but not the obligation, at any time through November 1, 2025, to require White Lion to purchase, from time to time, up to $100,000,000 in aggregate gross purchase price of newly issued shares of its Common Stock, subject to certain limitations and conditions set forth in the White Lion Purchase Agreement. The Company was obligated under the White Lion Purchase Agreement and the White Lion RRA to file a registration statement with the SEC to register the Common Stock under the Securities Act, for the resale by White Lion of shares of Common Stock that the Company may issue to White Lion under the White Lion Purchase Agreement.

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

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

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

On November 30, 2022, in consideration for the commitments of White Lion, as described above, the Company issued to White Lion 50,200 shares of the Company’s common stock with the value of $250,000, based upon the Closing Sale Price of the Company's common stock of $4.98 per share (the “Initial Commitment Shares”). On issuance, the common stock shares issued to White Lion were accounted as the equity issuance costs, which were expensed.

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

In March 2023, the Company entered into an amendment to the White Lion Purchase Agreement to give the Company the right, but not the obligation to require White Lion to purchase shares of the Company's common stock while trading on the OTC Market. Under the terms of the amendment, at an applicable Percentage Limit of 200%, the purchase price to be paid by White Lion for any such shares will equal 90% of the lowest daily volume-weighted average price of common stock during a period of six consecutive Trading Days following the applicable Purchase Notice Date if the Company is listed on the OTC Market with the exception of the OTC Pink or OTC Bulletin Board, in which case the Purchase Price will equal 85% of the lowest daily volume-weighted average price of common stock during a period of six consecutive Trading Days following the applicable Purchase Notice Date. Further, the Company was to issue to White Lion within five (5) Trading Days following the effective date of the amendment fully paid, non-assessable shares of the Company's common stock equal to the quotient obtained by dividing (i) $250,000 and (ii) the lowest traded sale price of the common stock of the 10 (ten) Trading Days prior to the effective date of the amendment, minus 50,200. In March 2023, the Company issued 412,763 shares of its common stock to White Lion with the fair value of $250,000. The common stock shares issued to White Lion were accounted as the equity issuance costs, which were expensed on issuance.

In addition, in the event the Company does not issue Purchase Notices (as defined in the White Lion Purchase Agreement) to White Lion providing for the purchase of at least 1,250,000 of Purchase Shares (as defined in the White Lion Purchase Agreement and

Second Amendment) in the aggregate within 180 days following the effective date of the amendment, the Company will issue to White Lion an additional number of fully paid, non-assessable shares of common stock equal to the quotient obtained by dividing (i) $150,000 and (ii) the lowest Closing Sale Price (as defined in the White Lion Purchase Agreement and Second Amendment) of common stock of the 10 (ten) Trading Days prior to the 180th day following the effective date of the amendment.

During September 2023, the Company issued the notices to purchase the total of 729,000 common shares to White Lion for the total proceeds of $105,317. As of December 31, 2023 and 2022, the Company had no outstanding purchase notices issued to White Lion.

Public Warrants

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

The Company may call the warrants for redemption:

•

in whole and not in part;

•

at a price of $0.01 per warrant;

•

at any time after the warrants become exercisable,

•

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

•

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

There were no exercises or forfeitures of the Public Warrants during the years ended December 31, 2023 and 2022.

Private Placement Warrants

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

The following weighted average assumptions were used in determining the fair value of the Private Placement Warrants at the date of the Ignyte Business Combination, November 1, 2022:


	November 1,
		2022
Expected volatility			6.85	%
Risk-free interest rate			4.27	%
Expected term (in years)			5.00
Expected dividend yield			0	%

The following weighted average assumptions were used in determining the fair value of the Private Placement Warrants at December 31, 2022:


	December 31,
		2022
Expected volatility			30.0	%
Risk-free interest rate			3.99	%
Expected term (in years)			4.84
Expected dividend yield			0	%

The following weighted average assumptions were used in determining the fair value of the Private Placement Warrants at December 31, 2023:


	December 31,
		2023
Expected volatility			84.0	%
Risk-free interest rate			4.01	%
Expected term (in years)			3.84
Expected dividend yield			0	%

There were no exercises or forfeitures of the Private Placement Warrants during the years ended December 31, 2023 and 2022.

PIPE Warrants

On November 1, 2022, the Company issued 445,545 warrants to purchase the Company’s common stock at $0.01 per share (“PIPE Warrants”). PIPE Warrants were on substantially same terms as the Public Warrants (as described in Note 11), except that the PIPE Warrants were not redeemable and were exercisable until November 1, 2023. On December 30, 2022, the Company issued an additional 46,500 PIPE Warrants with the same terms as the PIPE Warrants issued in November 2022.

On November 1, 2023, all of the outstanding 492,045 PIPE Warrants were exercised for a total purchase price of $4,920

April 2023 Convertible Note Warrants

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

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

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

The summary of the Company's outstanding common stock warrants at December 31, 2023 is as follows:


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

The entire disclosure for equity.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Summary of Quantitative Information Regarding Company's Leases

Share-Based Compensation - Summary of Stock Option Activity (Details) - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2024	Dec. 31, 2023	Dec. 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding [Roll Forward]
Shares, Outstanding Beginning Balance	1,698,754	1,750,967
Shares, Granted	0	0
Shares, Cancelled/Forfeited	(335,646)	(52,213)
Shares, Exercised	0	0
Shares, Outstanding Ending Balance	1,363,108	1,698,754	1,750,967
Shares,Exercisable	1,363,108	1,525,334
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract]
Weighted Average Exercise Price, Outstanding Beginning Balance	$ 5.28	$ 5.36
Weighted Average Exercise Price, Granted	0	0
Weighted Average Exercise Price, Cancelled / Forfeited	0.51	8.05
Weighted Average Exercise Price, Exercised	0	0
Weighted Average Exercise Price, Outstanding Ending Balance	6.46	5.28	$ 5.36
Weighted Average Exercise Price, Exercisable	$ 6.46	$ 4.97
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Additional Disclosures [Abstract]
Weighted Average Remaining Contractual Life, Outstanding	1 year 10 months 24 days	1 year 10 months 24 days	2 years 10 months 24 days
Weighted Average Remaining Contractual Life, Exercisable	1 year 10 months 24 days	1 year 7 months 6 days
Aggregate Intrinsic Value, Outstanding Beginning Balance	$ 0	$ 486,097
Aggregate Intrinsic Value, Outstanding Ending Balance	0	0	$ 486,097
Aggregate Intrinsic Value, Exercisable	$ 0	$ 0

Share-Based Compensation - Schedule of Fair Value of Share-based Awards Measured with Weighted-Average Assumptions (Details)		6 Months Ended	12 Months Ended
	Oct. 25, 2022	Jun. 30, 2024	Dec. 31, 2023	Dec. 31, 2022
Share-Based Payment Arrangement [Abstract]
Expected volatility	28.10%	79.30%	79.30%	75.10%
Risk-free interest rate	4.00%	4.66%	4.66%	1.81%
Expected term (in years)	1 month 28 days	1 year	1 year	7 years
Expected dividend yield		0.00%	0.00%	0.00%

Summary of Significant Accounting Policies - Schedule of Reconciliation of Changes In Stockholders' Equity (Deficit) Related Business Combination (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Summary of Significant Accounting Policies (Details) [Line Items]
Plus: restricted cash - Forward Share Purchase Agreement	$ 4,551,750
Less: fair value of private warrants	(450,000)
Less: derivative liability on Forward Share Purchase Agreement	$ (80,110)
Total		$ 128,161
Recapitalization
Summary of Significant Accounting Policies (Details) [Line Items]
Cash - Ignyte trust and cash, net of redemptions and PIPE proceeds		13,766
Plus: restricted cash - Forward Share Purchase Agreement		4,551,750
Less: fair value of private warrants		(450,000)
Less: derivative liability on Forward Share Purchase Agreement		(80,110)
Less: transaction costs allocated to the Company's equity		(3,907,245)
Total		$ 128,161

Fair Value of Financial Instruments - Summary of Financial Instruments Measured at Fair Value on a Recurring Basis (Details) - USD ($)	Jun. 30, 2024	Dec. 31, 2023	Dec. 31, 2022
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value measurement	$ 1,853,694	$ 361,704	$ 678,000
Level 3 [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value measurement	1,853,694	361,704	678,000
Level 2 [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value measurement	0	0	0
Level 1 [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value measurement	0	0	0
Derivative Liability [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value measurement	1,853,694	361,704	166,000
Derivative Liability [Member] \| Level 3 [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value measurement	1,853,694	361,704	166,000
Derivative Liability [Member] \| Level 2 [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value measurement	0	0	0
Derivative Liability [Member] \| Level 1 [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value measurement	0	0	0
Warrant Liability [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value measurement		0	525,000
Warrant Liability [Member] \| Maximum [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value measurement	1	1
Warrant Liability [Member] \| Level 3 [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value measurement		0	525,000
Warrant Liability [Member] \| Level 3 [Member] \| Maximum [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value measurement	1	1
Warrant Liability [Member] \| Level 2 [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value measurement	0	0	0
Warrant Liability [Member] \| Level 1 [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value measurement	$ 0	$ 0	0
Derivative Asset [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value measurement			(13,000)
Derivative Asset [Member] \| Level 3 [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value measurement			(13,000)
Derivative Asset [Member] \| Level 2 [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value measurement			0
Derivative Asset [Member] \| Level 1 [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value measurement			$ 0

Leases (Details) - USD ($)		1 Months Ended	3 Months Ended			6 Months Ended		12 Months Ended		15 Months Ended
Leases (Details) - USD ($)	Jun. 03, 2024	Oct. 31, 2021	Jun. 30, 2024	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023	Dec. 31, 2022	Mar. 31, 2024
Leases [Line Items]
Annual escalations		3.00%
Impairment loss on operating lease right-of-use asset			$ 0	$ 0		$ 0	$ (3,513,999)	$ (3,513,999)	$ 0
Payments for lease								177,111	786,563
PH Pharma Ltd [Member]
Leases [Line Items]
Base rent for sublease								600,000	$ 900,000
Palo Alto, California [Member]
Leases [Line Items]
Base rent for sublease		$ 89,000	94,090	117,344		195,708	389,833
Impairment loss on operating lease right-of-use asset					$ (3,513,999)			(3,513,999)
Payments for lease										$ 0
Landlord awarded amount	$ 796,773
Lease expiration period		2027-04
Lessee, operating lease, renewal term		5 years
Payments for Tenant Improvements		$ 300,000
Interest Percentage of Tenant Improvements		7.00%
Operating lease liability								$ 4,439,235
Interest expense			$ 79,504	$ 99,633		$ 164,280	$ 203,845

Stockholders' Equity - Schedule of Weighted Average Assumptions Used in Determining the Fair Value (Details)			6 Months Ended	12 Months Ended
	Nov. 01, 2022	Oct. 25, 2022	Jun. 30, 2024	Dec. 31, 2023	Dec. 31, 2022
Class of Warrant or Right [Line Items]
Expected volatility		28.10%	79.30%	79.30%	75.10%
Risk-free interest rate		4.00%	4.66%	4.66%	1.81%
Expected term (in years)		1 month 28 days	1 year	1 year	7 years
Expected dividend yield			0.00%	0.00%	0.00%
Private Placement Warrants [Member]
Class of Warrant or Right [Line Items]
Expected volatility	6.85%		100.00%	84.00%	30.00%
Risk-free interest rate	4.27%		4.52%	4.01%	3.99%
Expected term (in years)	5 years		3 years 4 months 2 days	3 years 10 months 2 days	4 years 10 months 2 days
Expected dividend yield	0.00%		0.00%	0.00%	0.00%

Leases (Tables)

12 Months Ended

Dec. 31, 2023

Leases [Abstract]

Quantitative information regarding the Company’s operating lease in Palo Alto for the year ended December 31, 2023 and 2022 is as follows:


	Year Ended December 31,
	2023			2022
Operating cash flows paid for amounts included in the measurement of lease liabilities	$	177,111		$	786,563
Operating lease liabilities arising from obtaining right of use assets	$	-		$	4,189,492
Weighted-average remaining lease terms (years)		1.0			4.3
Weighted-average discount rate		10.0	%		10.0	%

Accrued Expenses - Additional Information (Details) - USD ($)	Jun. 30, 2024	Dec. 31, 2023	Dec. 31, 2022
Other noncurrent liabilities	$ 0	$ 230,650	$ 790,800
Accrued expenses	4,402,454	3,576,768	2,038,291
Other accrued liabilities noncurrent		560,150
Director [Member]
Other noncurrent liabilities	0	230,650	790,800
Accrued liabilities	$ 3,486,362	3,038,399	1,885,843
Unpaid compensation		$ 2,807,749	$ 1,095,043

Summary of Significant Accounting Policies - Schedule of Number Of Shares of Common Stock Issued Immediately Following the Consummation of the Business Combination (Details)	1 Months Ended
	Oct. 31, 2022 shares
Accounting Policies [Abstract]
Common stock redeemable and outstanding prior to business combination on September 30, 2022	5,750,000
Less: redemption of Ignyte shares	(5,159,287)
Common stock of Ignyte	590,713
Ignyte founder shares	1,537,500
Shares issued for services and debt settlement	106,150
Total Ignyte shares	2,234,363
Peak Bio shareholders	17,295,044
Total shares of common stock immediately after business combination on November 1, 2022	19,529,407

Prepaid and other current assets

6 Months Ended

12 Months Ended

Jun. 30, 2024

Dec. 31, 2023

Prepaid Expense and Other Assets, Current [Abstract]

Property and Equipment

Prepaid and other current assets

Prepaid and other current assets consist of the following:


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

3. Assets

Prepaid and other current assets

Prepaid and other current assets consist of the following:


	December 31,
	2023		2022
Prepaid expenses	$	1,917,266	$	2,317,925
Other receivables		75,192		244,976
Prepaid and other current assets	$	1,992,458	$	2,562,901

Property and Equipment

Property and equipment consist of the following:


	December 31,
	2023			2022
Lab equipment	$	682,209		$	682,209
Leasehold improvements		41,578			41,578
Computer and office equipment		25,380			120,774
Computer software		3,725			3,725
Gross property and equipment	$	752,892		$	848,286
Less: accumulated depreciation		(599,784	)		(471,638	)
Net property and equipment	$	153,108		$	376,648

Depreciation expense was $144,045 and $151,873 for the years ended December 31, 2023 and 2022, respectively.

Share -Based Compensation (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2024

Dec. 31, 2023

Share-Based Payment Arrangement [Abstract]

Summary of Stock Option Activity

The following table summarizes the stock option activity:


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

The following table summarizes the stock option activity:


	Number of Options			Weighted-average exercise price per share		Weighted average remaining contractual term (in years)		Aggregate intrinsic value
Outstanding at December 31, 2022		1,750,967		$	5.36		2.9	$	486,097
Granted		—		$	—
Cancelled/Forfeited		(52,213	)	$	8.05
Exercised		—		$	—
Outstanding at December 31, 2023		1,698,754		$	5.28		1.9	$	—
Exercisable at December 31, 2023		1,525,334		$	4.97		1.6	$	—

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

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


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

The following weighted average assumptions were used in determining the fair value of stock options modified during the year ended December 31, 2023:


	Year Ended December 31,
		2023
Expected volatility			79.3	%
Risk-free interest rate			4.66	%
Expected term (in years)			1.0
Expected dividend yield			0	%

The following weighted average assumptions were used in determining the fair value of stock options during the year ended December 31, 2022:


	Year Ended December 31,
		2022
Expected volatility			75.1	%
Risk-free interest rate			1.81	%
Expected term (in years)			7.0
Expected dividend yield			0	%

Schedule of Share-Based Compensation Expense


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

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


	Year Ended December 31,
	2023		2022
Research and development	$	95,938	$	380,631
General and administrative		179,480		179,429
Total equity-based compensation	$	275,418	$	560,060

Stockholders' Equity - Summary of Company's Outstanding Warrants (Details) - $ / shares	Jun. 30, 2024	Dec. 31, 2023
Warrants [Member]
Class of Warrant or Right [Line Items]
Number of Warrants	9,419,352	9,419,352
Private Placement Warrants [Member]
Class of Warrant or Right [Line Items]
Number of Warrants	2,500,000	2,500,000
Exercise price per share	$ 11.5	$ 11.5
Expiration Date	Nov. 01, 2027	Nov. 01, 2027
Public Warrants [Member]
Class of Warrant or Right [Line Items]
Number of Warrants	2,875,000	2,875,000
Exercise price per share	$ 11.5	$ 11.5
Expiration Date	Nov. 01, 2027	Nov. 01, 2027
April 2023 Convertible Note Warrants [Member]
Class of Warrant or Right [Line Items]
Number of Warrants	3,868,060	3,868,060
Exercise price per share	$ 0.6	$ 0.6
Expiration Date	Apr. 28, 2028	Apr. 28, 2028
April 2023 Convertible Note Warrants, Related Party [Member]
Class of Warrant or Right [Line Items]
Number of Warrants	176,292	176,292
Exercise price per share	$ 0.6	$ 0.6
Expiration Date	Apr. 28, 2028	Apr. 28, 2028

Fair Value of Financial Instruments - Schedule of Weighted Average Assumptions Used in Determining the Fair Value (Details) - $ / shares				1 Months Ended	6 Months Ended		12 Months Ended
	Nov. 03, 2022	Nov. 01, 2022	Oct. 25, 2022	Nov. 30, 2022	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023	Dec. 31, 2022	Dec. 29, 2022
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Share price (in Dollars per share)			$ 13.05						$ 10.115
Expected volatility			28.10%		79.30%		79.30%	75.10%
Risk-free interest rate			4.00%		4.66%		4.66%	1.81%
Expected term (in years)			1 month 28 days		1 year		1 year	7 years
Expected dividend yield					0.00%		0.00%	0.00%
April 2023 Convertible Note Warrants [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Stock price					$ 0.08		$ 0.08
Expected volatility					74.90%		74.90%
Risk-free interest rate					4.65%		4.65%
Expected term (in years)					4 years 5 months 26 days		4 years 5 months 26 days
Expected dividend yield					0.00%
Private Placement Warrants [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Stock price					$ 0.01	$ 0.83	$ 0.18	$ 4.19
Expected volatility					100.00%	45.50%	84.00%	30.00%
Risk-free interest rate					4.52%	4.12%	4.01%	3.99%
Expected term (in years)					3 years 4 months 2 days	4 years 4 months 2 days	3 years 10 months 2 days	4 years 10 months 2 days
Expected dividend yield					0.00%	0.00%	0.00%	0.00%
April 2023 Conversion Feature Liability Related To Convertible Notes [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Stock price							$ 0.18
Expected volatility							73.70%
Risk-free interest rate							4.68%
Expected term (in years)							29 days
Expected dividend yield							0.00%
April 2023 Convertible Notes Under Related Party [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Stock price							$ 0.18
Expected volatility							73.70%
Risk-free interest rate							4.68%
Expected term (in years)							29 days
Expected dividend yield							0.00%
White Lion Purchase Agreement [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Stock price					$ 0.01	$ 0.83	$ 0.18	$ 4.19
Expected volatility	86.50%	86.50%			78.50%	88.00%	95.30%	81.00%
Risk-free interest rate	4.53%			4.53%	4.84%	4.63%	4.23%	4.16%
Discount related to the probability of timely filing all SEC documents and meeting the NASDAQ listing requirements					25.00%	2.50%	2.50%	0.30%
Expected dividend yield					0.00%	0.00%	0.00%	0.00%

Fair Value of Financial Instruments (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2024

Dec. 31, 2023

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

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

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


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


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

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


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


	Fair Value Measurement at December 31, 2022
	Total			Level 1		Level 2		Level 3
									-
Derivative asset		(13,000	)		—		—		(13,000	)
Derivative liability		166,000			—		—		166,000
Warrant liability		525,000			—		—		525,000
Total Liabilities	$	678,000		$	—	$	—	$	678,000

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

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


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

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

The table below presents the changes in Level 3 liabilities (assets) measured at fair value on a recurring basis during the years ended December 31, 2023 and 2022:


	White Lion Derivative Liability			Key Company Stockholder Forward Liability (Asset)			Forward Share Purchase Liability			Private Placement Warrants Liability			November 2022 Convertible Note Liability			April 2023 Conversion Feature Liability			April 2023 Convertible Notes Warrants Liability			December 2023 Conversion Feature Liability
Balance at January 1, 2022	$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—
Inception Date		1,900,000			—			—			—			165,000			—			—			—
Business Combination with Ignyte		—			12,000			68,110			450,000			—			—			—			—
Change in fair value		(1,899,000	)		(25,000	)		(68,110	)		75,000			—			—			—			—
Balance at December 31, 2022	$	1,000		$	(13,000	)	$	—		$	525,000		$	165,000		$	—		$	—		$	—
Inception Date		—			—			—			—			—			849,146			2,402,160			361,704
Extinguishment of Debt		—			—			—			—			(165,000	)		—			—			—
Capital Contribution from Exercise of Warrants		—			—			—			—			—			—			(761,568	)		—
Capital Contribution from Reclassification of Warrants		—			—			—			—		$	—			—			(65,469	)		—
Change in fair value		(1,000	)		13,000			—			(525,000	)		—			(849,146	)		(1,575,123	)		—
Balance at December 31, 2023	$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	361,704

White Lion Purchase Agreement [Member]

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

Schedule of Weighted Average Assumptions Used in Determining the Fair Value

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


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

The following weighted average assumptions were used in determining the fair value of the White Lion Purchase Agreement at December 31, 2023 and 2022:


	As of December 31,
	2023			2022
Stock Price	$	0.18		$	4.19
Expected volatility		95.3	%		81.0	%
Risk-free interest rate		4.23	%		4.16	%
Discount related to the probability of timely filing all SEC documents and meeting the NASDAQ listing requirements		2.5	%		0.3	%
Expected dividend yield		—	%		—	%

April 2023 Convertible Note Warrants [Member]

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

Schedule of Weighted Average Assumptions Used in Determining the Fair Value

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




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

The fair value of the April 2023 Convertible Note Warrants was determined using a Black Scholes Option Pricing Model based on the following assumptions at the reclassification date:




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

Private Placement Warrants [Member]

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

Schedule of Weighted Average Assumptions Used in Determining the Fair Value

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


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

The fair value at December 31, 2023 and 2022 was valued at $0 and $525,000, respectively, using a Black Scholes Option Pricing Model based on the following assumptions:


	As of December 31,
	2023			2022
Stock Price	$	0.18		$	4.19
Expected volatility		84.0	%		30.0	%
Risk-free interest rate		4.01	%		3.99	%
Expected term (in years)		3.84			4.84
Expected dividend yield		—	%		—	%

April 2023 Conversion Feature Liability [Member]

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

Schedule of Weighted Average Assumptions Used in Determining the Fair Value

At December 31, 2023, the fair value of the April 2023 Conversion Feature Liability related to the 2023 April Convertible Notes was valued at $0 using a Black Scholes Option Pricing Model based on the following assumptions:


	December 31,
	2023
Stock Price	$	0.18
Expected volatility		73.7	%
Risk-free interest rate		4.68	%
Expected term (in years)		0.08
Expected dividend yield		—	%

April 2023 Convertible Notes Under Related Party [Member]

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

Schedule of Weighted Average Assumptions Used in Determining the Fair Value

At December 31, 2023, the fair value of the April 2023 Conversion Feature Liability related to the 2023 April Convertible Notes, related party was valued at $0 using a Black Scholes Option Pricing Model based on the following assumptions:


	December 31,
	2023
Stock Price	$	0.18
Expected volatility		73.7	%
Risk-free interest rate		4.68	%
Expected term (in years)		0.08
Expected dividend yield		—	%

Leases - Summary of Quantitative Information Regarding Company's Leases (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Leases [Abstract]
Operating cash flows paid for amounts included in the measurement of lease liabilities	$ 177,111	$ 786,563
Operating lease liabilities arising from obtaining right of use assets	$ 0	$ 4,189,492
Weighted-average remaining lease terms (years)	1 year	4 years 3 months 18 days
Weighted-average discount rate	10.00%	10.00%

Debt - Additional Information (Details) - USD ($)			1 Months Ended								3 Months Ended		6 Months Ended		12 Months Ended
Debt - Additional Information (Details) - USD ($)	Apr. 28, 2023	Apr. 05, 2023	May 31, 2024	Mar. 31, 2023	Nov. 30, 2022	Sep. 30, 2022	May 31, 2022	Apr. 30, 2022	Aug. 31, 2021	May 31, 2021	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Short-Term Debt [Line Items]
Proceeds from related party loan				$ 250,000
Loan, maturity date				Dec. 31, 2023					Jul. 31, 2022	May 31, 2022
Interest rate				5.00%					1.00%	1.00%
Repayment of debt													$ 150,000			$ 150,000
Related party loan, Principal amount	$ 448,940
Portion of Accrued interest	26,830			$ 1,199
Conversion of loan, shares						50,273
Debt Instrument, Convertible, Conversion Price						$ 10
Warrants issued (in shares)						46,754
Loss on extinguishment of debt		$ 13,000									$ 0	$ (1,014,368)	0	$ (1,014,368)	$ (15,490)	(467,073)
Director Nominee [Member]
Short-Term Debt [Line Items]
Loans Payable to Bank						$ 500,000
Interest rate						5.00%
Venn License Agreement [Member]
Short-Term Debt [Line Items]
Interest expense															1,069	2,737
Venn License Agreement [Member] \| Founder and Director[ Member]
Short-Term Debt [Line Items]
Repayments of upfront payments								$ 400,000
Unpaid principal balance rate								1.00%
Ignyte Sponsor LLC [Member]
Short-Term Debt [Line Items]
Promissory note assumed					$ 211,643
Loans Payable [Member]
Short-Term Debt [Line Items]
Proceeds from related party loan			$ 750,000						$ 750,000	$ 750,000
Long-term debt															901,060	1,375,000
Employee And Director Loans [Member]
Short-Term Debt [Line Items]
Portion of Accrued interest							$ 516
Loans Payable to Bank							$ 23,000
Interest rate							4.00%
Interest expense															0	516
Employee And Director Loans [Member] \| PIPE Warrants [Member]
Short-Term Debt [Line Items]
Loss on extinguishment of debt																467,073
Founder Loans [Member]
Short-Term Debt [Line Items]
Long-term debt											901,060		901,060		901,060
Interest expense											0	3,585	0	7,172	11,757	$ 22,388
April 2023 Convertible Notes Under Related Party [Member]
Short-Term Debt [Line Items]
Related party loan, Principal amount													448,940
Portion of Accrued interest													110,565
Interest expense											$ 28,269	$ 32,147	56,539	$ 32,147	115,335
Loss on extinguishment of debt															(1,014,368)
April 2023 Convertible Notes Under Related Party [Member] \| Venn License Agreement [Member]
Short-Term Debt [Line Items]
Related party loan, Principal amount													400,000		400,000
Portion of Accrued interest	$ 3,806												$ 3,806		3,806
Promissory Notes [Member]
Short-Term Debt [Line Items]
Capital contribution from related party															$ 211,643

Summary of Significant Accounting Policies - Schedule of Reconciliation of Cash Flows Related Business Combination (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Summary of Significant Accounting Policies (Details) [Line Items]
Plus: restricted cash - Forward Share Purchase Agreement	$ 4,551,750
Total	$ 0	$ 3,910,375
Recapitalization [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Cash - Ignyte trust and cash, net of redemptions and PIPE proceeds		13,766
Plus: restricted cash - Forward Share Purchase Agreement		4,551,750
Less: cash transaction costs allocated to the Company's equity		(655,141)
Total		$ 3,910,375

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Jun. 30, 2024	Dec. 31, 2023	Dec. 31, 2022
Current assets
Cash	$ 235,774	$ 381,649	$ 654,892
Derivative asset		0	13,000
Prepaid Expenses and other current assets	1,095,939	1,992,458	2,562,901
Total current assets	1,331,713	2,374,107	3,230,793
Property and equipment, net	31,807	153,108	376,648
Restricted cash	60,000	60,000	239,699
Operating lease right-of-use asset		0	3,681,072
Other noncurrent assets	11,136	9,200	1,500
Total assets	1,434,656	2,596,415	7,529,712
Current liabilities
Accounts payable	5,471,565	5,862,435	3,618,026
Accrued expenses	4,402,454	3,576,768	2,038,291
Operating lease liability, current	4,603,516	4,439,235	720,577
Insurance financing note	0	631,993	921,576
Derivative liability	1,853,694	361,704	166,000
Promissory note	350,000	350,000	0
Related party loans	1,651,370	901,370	1,961,953
Total current liabilities	24,025,358	20,522,714	10,801,121
Operating lease liability, net of current portion		0	3,507,268
Warrant liability		0	525,000
Other noncurrent liabilities	0	230,650	790,800
Total liabilities	24,025,358	20,753,364	15,624,189
Commitments and Contingencies (Note 8)
Stockholders' Deficit
Preferred stock, $0.0001 par value; 10,000,000 shares authorized; none issued and outstanding	0	0	0
Common stock	2,312	2,312	1,978
Additional paid-in capital	19,949,103	19,918,594	17,219,593
Accumulated deficit	(42,684,051)	(38,171,483)	(25,345,566)
Accumulated other comprehensive income	141,934	93,628	29,518
Total stockholders' deficit	(22,590,702)	(18,156,949)	(8,094,477)
Total liabilities and stockholders' deficit	1,434,656	2,596,415	7,529,712
Nonrelated Party [Member]
Current liabilities
Convertible notes	3,932,130	2,872,131	1,374,698
Related Party [Member]
Current liabilities
Convertible notes	$ 1,760,629	$ 1,527,078	$ 0

Summary of Significant Accounting Policies - Schedule of Components of net Transfers from pH Pharma (Details) - pH Pharma Ltd	12 Months Ended
	Dec. 31, 2022 USD ($)
Summary of Significant Accounting Policies (Details) [Line Items]
Research and development	$ 482,160
Selling, general and administrative	72,345
Accounts payable and general financing activities	809,469
Net increase in contributions from member	$ 1,363,974

Related Party Transactions and Shared Service Costs (Tables)

12 Months Ended

Dec. 31, 2023

Schedule of Components of net Transfers from pH Pharma

The following activity was extracted from the accounting records of pH Pharma Ltd. on a carve-out basis for the period from January 1, 2022 to March 1, 2022:


	Year Ended December 31,
	2022
Corporate allocations
Research and development	$	482,160
Selling, general and administrative		72,345
Accounts payable and general financing activities		809,469
Net increase in contributions from member	$	1,363,974

Summary of Significant Accounting Policies - Schedule of Fair Value of Share-based Awards Measured with Weighted-Average Assumptions (Details)		6 Months Ended	12 Months Ended
	Oct. 25, 2022	Jun. 30, 2024	Dec. 31, 2023	Dec. 31, 2022
Accounting Policies [Abstract]
Expected volatility	28.10%	79.30%	79.30%	75.10%
Risk-free interest rate	4.00%	4.66%	4.66%	1.81%
Expected term (in years)	1 month 28 days	1 year	1 year	7 years
Expected dividend yield		0.00%	0.00%	0.00%

Assets - Summary of Property and Equipment (Details) - USD ($)	Jun. 30, 2024	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Gross property and equipment		$ 752,892	$ 848,286
Less: accumulated depreciation		(599,784)	(471,638)
Net property and equipment	$ 31,807	153,108	376,648
Lab Equipment [Member]
Property, Plant and Equipment [Line Items]
Gross property and equipment		682,209	682,209
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Gross property and equipment		41,578	41,578
Computer and Office Equipment [Member
Property, Plant and Equipment [Line Items]
Gross property and equipment		25,380	120,774
Computer Software [Member]
Property, Plant and Equipment [Line Items]
Gross property and equipment		$ 3,725	$ 3,725

Income Taxes - Schedule of Components of Deferred Tax Assets (Liabilities) (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Deferred Tax Assets, Net [Abstract]
Federal Net Operating Loss	$ 2,241,000	$ 964,000
State Net Operating Loss	839,000	297,000
Foreign Net Operating Loss	8,886,000	24,965,000
Foreign Tax Credits	375,000	379,000
Foreign Accruals	421,000	936,000
Accruals	1,100,000	615,000
Capitalized Start up Costs	238,000	209,000
Capitalized Section 174 R&D	725,000	437,000
Right of Use Operating Lease ASC 842	1,242,000	1,183,000
Total deferred tax assets	16,067,000	29,985,000
Deferred Tax Liabilities, Net [Abstract]
Right of Use Operating Lease ASC 842	0	(1,030,000)
Depreciation	(37,000)	(88,000)
Total deferred tax liabilities	(37,000)	(1,118,000)
Deferred Tax Assets, Net of Valuation Allowance, Total	16,030,000	28,867,000
Less: valuation allowance	(16,030,000)	(28,867,000)
Net deferred tax assets	$ 0	$ 0

Fair Value of Financial Instruments - Additional Information (Details) - USD ($)							1 Months Ended	6 Months Ended		12 Months Ended
	Nov. 01, 2023	Dec. 29, 2022	Nov. 03, 2022	Nov. 01, 2022	Oct. 25, 2022	Apr. 28, 2022	Nov. 30, 2022	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023	Dec. 31, 2022	May 28, 2024	Jan. 01, 2024	Dec. 18, 2023
Short-Term Debt [Line Items]
Expected volatility					28.10%			79.30%		79.30%	75.10%
Risk-free interest rate					4.00%			4.66%		4.66%	1.81%
Common stock, Share		375,939
Derivative, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]											Fair Value Adjustment Of Derivative Liability
Fair value of private warrants								$ 0	$ 187,857	$ (2,100,123)	$ 75,000
Derivative liability								$ 1,853,694		361,704	166,000
Derivative asset										0	$ 13,000
Key Company Stockholder Forward Purchase Agreement [Member]
Short-Term Debt [Line Items]
Stock price											$ 4.21
Expected volatility						94.50%					82.20%
Risk-free interest rate						4.60%					4.50%
Percentage of Discount Rate											0.50%
Fair value of forward purchase agreement										0
Change in fair value of derivative liability											$ 25,000
Derivative asset										$ 13,000
White Lion Purchase Agreement [Member]
Short-Term Debt [Line Items]
Stock price								$ 0.01	$ 0.83	$ 0.18	$ 4.19
Expected volatility			86.50%	86.50%				78.50%	88.00%	95.30%	81.00%
Risk-free interest rate			4.53%				4.53%	4.84%	4.63%	4.23%	4.16%
Percentage of Discount Rate								25.00%	2.50%	2.50%	0.30%
Change in fair value of derivative liability											$ 1,899,000
Fair Value								$ 0	$ 0	$ 0	$ 1,000
Derivative liability										$ 1,000
Private Placement Warrants [Member]
Short-Term Debt [Line Items]
Expected volatility				6.85%				100.00%		84.00%	30.00%
Risk-free interest rate				4.27%				4.52%		4.01%	3.99%
Fair value of private warrants								$ 0	$ 0	$ 0	$ 525,000
April 2023 Convertible Note Warrants [Member]
Short-Term Debt [Line Items]
Stock price								$ 0.08		$ 0.08
Expected volatility								74.90%		74.90%
Risk-free interest rate								4.65%		4.65%
Number of derivatives remains										176,292
Change in fair value of Warrants	$ 1,552,578									$ 22,545
Fair Value of derivative excluding warrants										0
Fair Value										$ 0
April 2023 Conversion Feature Liability
Short-Term Debt [Line Items]
Expected volatility								66.50%		66.50%
Risk-free interest rate								4.94%		4.94%
Change in fair value of derivative liability										$ 560,436
Fair Value										0			$ 0
Derivative liability										$ 560,436
April 2023 Convertible Notes Under Related Party [Member]
Short-Term Debt [Line Items]
Stock price										$ 0.18
Expected volatility										73.70%
Risk-free interest rate										4.68%
Change in fair value of derivative liability										$ 288,710
Fair Value										$ 0
December 2023 Conversion Feature Liability [Member]
Short-Term Debt [Line Items]
Fair value of derivative liability, Description								At June 30, 2024, the fair value of the derivative liability related to the Automatic Conversion Feature was estimated at $860,319 by applying the probability of a business combination of 75% to the Automatic Discount of 43%.		The fair value of the derivative liability related to the Automatic Conversion Feature was estimated at $0.4 million by applying the probability of a business combination of 50% to the Automatic Discount of 43%.
Fair Value														$ 107,143
Derivative liability								$ 860,319		$ 400,000
May 2024 Conversion Feature Liability [Member]
Short-Term Debt [Line Items]
Fair value of derivative liability, Description								At June 30, 2024, the fair value of the derivative liability related to the Automatic Conversion Feature was estimated at $993,375 by applying the probability of a business combination of 75% to the Automatic Discount of 100%.
Fair Value												$ 350,000
Derivative liability								$ 993,375

Stockholders' Equity (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2024

Dec. 31, 2023

Subsidiary, Sale of Stock [Line Items]

Summary of Company's Outstanding Warrants

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


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

The summary of the Company's outstanding common stock warrants at December 31, 2023 is as follows:


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

Private Placement [Member]

Subsidiary, Sale of Stock [Line Items]

Schedule of Weighted Average Assumptions Used in Determining the Fair Value

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


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

The following weighted average assumptions were used in determining the fair value of the Private Placement Warrants at the date of the Ignyte Business Combination, November 1, 2022:


	November 1,
		2022
Expected volatility			6.85	%
Risk-free interest rate			4.27	%
Expected term (in years)			5.00
Expected dividend yield			0	%

The following weighted average assumptions were used in determining the fair value of the Private Placement Warrants at December 31, 2022:


	December 31,
		2022
Expected volatility			30.0	%
Risk-free interest rate			3.99	%
Expected term (in years)			4.84
Expected dividend yield			0	%

The following weighted average assumptions were used in determining the fair value of the Private Placement Warrants at December 31, 2023:


	December 31,
		2023
Expected volatility			84.0	%
Risk-free interest rate			4.01	%
Expected term (in years)			3.84
Expected dividend yield			0	%

Income Taxes

6 Months Ended

12 Months Ended

Jun. 30, 2024

Dec. 31, 2023

Income Tax Disclosure [Abstract]

Income Taxes

13.

Income Taxes

The Company did not provide for any income taxes for the three and six months ended June 30, 2024 and 2s023. The Company has evaluated the positive and negative evidence bearing upon its ability to realize the deferred tax assets. Management has considered the Company’s history of cumulative net losses incurred since inception and its lack of commercialization of any products or generation of any revenue from product sales since inception and has concluded that it is not more likely than not that the Company will realize the benefits of the deferred tax assets. Accordingly, a full valuation allowance has been established against the deferred tax assets as of June 30, 2024 and December 31, 2023. Company recognized tax expense of $0 for the three and six months ended June 30, 2024 and 2023.

14.

Income Taxes

The components of (loss) income before income taxes are as follows:


	Year Ended December 31,
	2023			2022
Domestic		(12,614,259	)		(10,222,781	)
Foreign		(211,658	)		(2,939,936	)
Total		(12,825,917	)		(13,162,717	)


	Year Ended December 31,
Components of Tax Expense	2023			2022
Current — Federal				$	3,000
Current — State					(42,000	)
Total current		—			(39,000	)
Deferred — Federal	$	(2,701,000	)	$	(1,984,000	)
Deferred — State		(1,061,000	)		(639,000	)
Deferred — Foreign		16,297,000			(1,603,000	)
Change in Valuation Allowance		(12,535,000	)		4,191,000
Total deferred		—			(35,000	)
(Benefit from) provision for income taxes	$	—		$	(74,000	)
Effective income tax rate		—	%		0.56	%

The effective tax rate of the Company’s provision (benefit) for income taxes differs from the federal statutory rate for the years ended December 31, 2023 and 2022 as follows:


	Year Ended December 31,
	2023			2022
Tax computed at federal statutory rate		21.00	%		21.00	%
State Tax Provision/(Benefit) net of federal benefit		7.84	%		4.86	%
Earnings in jurisdictions taxed at rates different from the statutory U.S. federal tax rate		(0.39	)%		0.36	%
Permanent difference related to change in fair value of derivatives		1.37	%		(1.91	)%
Permanent difference related to change in fair value of convertible notes		3.44	%		—	%
Permanent difference related to interest expense on convertible notes		(4.40	)%		—	%
Return to Provision		1.17	%		8.83	%
Change in valuation allowance		97.73	%		(31.84	)%
Warrants issued on conversion		—	%		(0.74	)%
Reduction in Foreign Jurisdiction Tax Rate		(127.76	)%		—	%
Income Tax Provision/(Benefit)		—	%		0.56	%

The effective income tax rate is based upon the income for the year, the composition of the income in Korea, and adjustments, if any, for the potential tax consequences, benefits or resolutions of audits or other tax contingencies. Our effective tax rate for the fiscal year 2023 differed from the U.S. Federal statutory rate of 21.0% primarily due to our composition of Korean earnings, the decrease in Korean tax benefits due to the company’s reasonable expectation that any future benefits would be realized at the lowest Korean corporate tax rate, the company’s permanent differences arising from changes in fair value of derivatives, convertible notes and accretion interest expense recognized on convertible note and the change in the valuation allowance. Our effective tax rate for the fiscal year 2022 differed from the U.S. Federal statutory rate of 21.0% primarily due to our composition of Korean earnings and change in valuation allowance.

Deferred income taxes reflect the net tax effects of (a) temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, and (b) operating losses and tax credit carryforwards. Significant components of deferred tax assets (liabilities) at December 31, 2023 and 2022 are as follows:


	December 31,
	2023			2022
Deferred tax assets
Federal Net Operating Loss		2,241,000			964,000
State Net Operating Loss		839,000			297,000
Foreign Net Operating Loss		8,886,000			24,965,000
Foreign Tax Credits		375,000			379,000
Foreign Accruals		421,000			936,000
Accruals		1,100,000			615,000
Capitalized Start up Costs		238,000			209,000
Capitalized Section 174 R&D		725,000			437,000
Right of Use Operating Lease ASC 842		1,242,000			1,183,000
Total deferred tax assets		16,067,000			29,985,000
Deferred tax liabilities
Right of Use Operating Lease ASC 842		—			(1,030,000	)
Depreciation		(37,000	)		(88,000	)
Total deferred tax liabilities		(37,000	)		(1,118,000	)
Total net deferred tax assets		16,030,000			28,867,000
Less: valuation allowance		(16,030,000	)		(28,867,000	)
Net deferred tax assets		—			—

Deferred income taxes reflect future tax effects of temporary differences between the tax and financial reporting basis of the Corporation’s assets and liabilities measured using enacted tax laws and statutory tax rates applicable to the periods when the temporary differences will affect taxable income. When necessary, deferred tax assets are reduced by a valuation allowance, if based on the weight of available positive and negative evidence, it is more likely than not that some portion or all the deferred tax assets will not be realized. As of December 31, 2023 and 2022, the Company has $16.0 million and $28.9 million, respectively, in valuation allowance against its deferred tax assets.

The Company decreased its valuation allowance by $300,000 due to currency fluctuations on foreign net operating losses. In addition, the company determined, that based on current and forecasted earnings of the Korean entity, the future tax benefits of the Korean deferred tax assets would be realized at the lower corporate tax rate of 9%. Therefore, there was a decrease of $16.4 million to the Korean deferred tax asset and valuation allowance. The overall impact to the valuation allowance for the year was a net decrease of $12.8 million.

At December 31, 2023, the Company has U.S net operating losses (“NOL”) carryforwards of $10.7 million, with an indefinite carryforward, state NOL carryforwards of $10.5 million which will expire at various dates beginning 2042 and Korean NOL carryforwards of $99 million which will expire at various dates beginning in 2025.

The Korean NOLs carryover for 2022 are historical NOLs generated in years prior to the acquisition that stay with the corporate entity. NOLs generated prior to 2020 have a 10 year carryover, and NOLs generated in years 2020 and later have a 15 year carryforward.

Under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended, or the Code, if a corporation undergoes an "ownership change," the corporation’s ability to use its pre-change net operating loss carryforwards and other pre-change tax attributes to offset its post-change income and taxes may be limited. In general, an "ownership change" generally occurs if there is a cumulative change in the Company’s ownership by "5-percent shareholders" that exceeds 50 percentage points over a rolling three-year period. The Company had an ownership change within the meaning of IRC Sec 382 in May of 2022. The Company has not performed an analysis to determine the annual limitation of the use of the U.S. NOLs going forward.

As of December 31, 2023, we have not provided taxes on undistributed earnings of our foreign subsidiaries, which may be subject to foreign withholding taxes upon repatriation, as we consider these earnings indefinitely reinvested. Our indefinite reinvestment determination is based on the future operational and capital requirements of our domestic and foreign operations. We expect our international cash and cash equivalents and marketable securities will continue to be used for our foreign operations and therefore do not anticipate repatriating these funds. As of December 31, 2023, it is not practical to calculate the unrecognized deferred tax liability on these earnings due to the complexities of the utilization of foreign tax credits and other tax assets.

The Company files income tax returns in the U.S., Korea and various state jurisdictions. The Company is not currently under audit for the open years 2020 through 2023 in the U.S. federal and state tax jurisdictions and 2018 through 2023 in Korea. Carryforward attributes that were generated in earlier periods remain subject to examination to the extent the year in which they were used or will be used remains open for examination.

The entire disclosure for income tax.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 231
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482663/740-10-55-231

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12C
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12C

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Fair Value of Financial Instruments

Fair Value of Financial Instruments

6 Months Ended

12 Months Ended

Jun. 30, 2024

Dec. 31, 2023

Fair Value Disclosures [Abstract]

11.

Fair Value of Financial Instruments

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

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


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


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

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


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

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

White Lion Derivative Liability

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

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


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

April 2023 Convertible Note Warrants and Placement Agent Warrants

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

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




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

Private Placement Warrants

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

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


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

April 2023 Conversion Feature Liability

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

December 2023 Conversion Feature Liability

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

May 2024 Conversion Feature Liability

12.

Fair Value of Financial Instruments

The Company believes the carrying amounts of its cash and cash equivalent and debt approximate their fair values due to their near-term maturities. There were no transfers among Level 1, Level 2 or Level 3 categories in the years ended December 31, 2023 and 2022.

As of December 31, 2023 and 2022, the carrying amounts of the Company’s cash, accounts payable and accrued expenses approximate their respective fair values due to the short-term nature of these instruments.

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


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


	Fair Value Measurement at December 31, 2022
	Total			Level 1		Level 2		Level 3
									-
Derivative asset		(13,000	)		—		—		(13,000	)
Derivative liability		166,000			—		—		166,000
Warrant liability		525,000			—		—		525,000
Total Liabilities	$	678,000		$	—	$	—	$	678,000

The table below presents the changes in Level 3 liabilities (assets) measured at fair value on a recurring basis during the years ended December 31, 2023 and 2022:


	White Lion Derivative Liability			Key Company Stockholder Forward Liability (Asset)			Forward Share Purchase Liability			Private Placement Warrants Liability			November 2022 Convertible Note Liability			April 2023 Conversion Feature Liability			April 2023 Convertible Notes Warrants Liability			December 2023 Conversion Feature Liability
Balance at January 1, 2022	$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—
Inception Date		1,900,000			—			—			—			165,000			—			—			—
Business Combination with Ignyte		—			12,000			68,110			450,000			—			—			—			—
Change in fair value		(1,899,000	)		(25,000	)		(68,110	)		75,000			—			—			—			—
Balance at December 31, 2022	$	1,000		$	(13,000	)	$	—		$	525,000		$	165,000		$	—		$	—		$	—
Inception Date		—			—			—			—			—			849,146			2,402,160			361,704
Extinguishment of Debt		—			—			—			—			(165,000	)		—			—			—
Capital Contribution from Exercise of Warrants		—			—			—			—			—			—			(761,568	)		—
Capital Contribution from Reclassification of Warrants		—			—			—			—		$	—			—			(65,469	)		—
Change in fair value		(1,000	)		13,000			—			(525,000	)		—			(849,146	)		(1,575,123	)		—
Balance at December 31, 2023	$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	361,704

Key Company Stockholder Forward Purchase Liability

The Key Company Stockholder Forward Purchase Liability is accounted and fair valued under ASC 815, which is considered to be a Level 3 fair value measurement, as the fair value was determined based on significant inputs not observable in the market. The significant unobservable inputs used to determine the fair value is the probability of the key company stockholder obtaining a margin loan and the Company meeting the NASDAQ listing requirements.

The fair value of the Key Company Stockholder Forward Purchase Agreement at December 31, 2022 was valued using a probability weighted scenario analysis with a Black Scholes Option Pricing Model based on a stock price of $4.21, expected volatility of 82.2%, risk-free rate of 4.5% and discounted at 0.5% for the probability of the Company closing the Business Combination Agreement, the key company stockholder obtaining a margin loan and the Company meeting the NASDAQ listing requirements. The fair value of the Key Company Stockholder Forward Purchase Agreement at December 31, 2023 was valued at $0 as the time to fund concluded on March 31, 2023, resulting in a change in fair value of derivative asset of $13,000 for the year ended December 31, 2023.

White Lion Derivative Liability

The White Lion Derivative Liability is valued using Monte Carlo simulation model and a such is considered to be a Level 3 fair value measurement, as the fair value was determined based on significant inputs not observable in the market. The significant unobservable inputs used to determine the fair value were the projected volume weighed average share price at each trading date and the use of the maximum draw down potential. The fair value of the White Lion Purchase Agreement was $1,000 at December 31, 2022, and the change in fair value of the derivative liability was $1,899,000 for the year ended December 31, 2022. The fair value of the White Lion Purchase Agreement was $0 at December 31, 2023, and the change in fair value of the derivative liability was $1,000 for the year ended December 31, 2023.

The following weighted average assumptions were used in determining the fair value of the White Lion Purchase Agreement at December 31, 2023 and 2022:


	As of December 31,
	2023			2022
Stock Price	$	0.18		$	4.19
Expected volatility		95.3	%		81.0	%
Risk-free interest rate		4.23	%		4.16	%
Discount related to the probability of timely filing all SEC documents and meeting the NASDAQ listing requirements		2.5	%		0.3	%
Expected dividend yield		—	%		—	%

April 2023 Convertible Note Warrants and Placement Agent Warrants

The April 2023 Convertible Note Warrants and Placement Agent Warrants are carried at fair value and fair valued using a Black Scholes Option Pricing Model, which is considered to be a Level 3 fair value measurement, as the fair value was determined based on significant inputs not observable in the market.

The fair value of the April 2023 Convertible Note Warrants, excluding the warrants held by the founder, as of December 31, 2023 was $0. On November 1, 2023, the remaining April 2023 Convertible Note Warrants were reclassified from liability into equity (see Note 10). The Company recorded a change in fair value of $1,552,578 through the reclassification date.

The fair value at December 31, 2023 for the remaining 176,292 April 2023 Convertible Note Warrants held by the founder was valued at $0. The Company recorded a change in fair value of $22,545 through the reclassification date.

The fair value of the April 2023 Convertible Note Warrants was determined using a Black Scholes Option Pricing Model based on the following assumptions at the reclassification date:




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

Private Placement Warrants

The fair value of the Private Placement Warrants was estimated using a Black Scholes Option Pricing Model, which is considered to be a Level 3 fair value measurement, as the fair value was determined based on significant inputs not observable in the market. The fair value at December 31, 2023 and 2022 was valued at $0 and $525,000, respectively, using a Black Scholes Option Pricing Model based on the following assumptions:


	As of December 31,
	2023			2022
Stock Price	$	0.18		$	4.19
Expected volatility		84.0	%		30.0	%
Risk-free interest rate		4.01	%		3.99	%
Expected term (in years)		3.84			4.84
Expected dividend yield		—	%		—	%

April 2023 Conversion Feature Liability

The fair value of April 2023 Conversion Feature Liability was estimated using a Black Scholes Option Pricing Model, which is considered to be a Level 3 fair value measurement, as the fair value was determined based on significant inputs not observable in the market.


	December 31,
	2023
Stock Price	$	0.18
Expected volatility		73.7	%
Risk-free interest rate		4.68	%
Expected term (in years)		0.08
Expected dividend yield		—	%

The Company recorded a change in fair value of $560,436 for the year ended December 31, 2023.


	December 31,
	2023
Stock Price	$	0.18
Expected volatility		73.7	%
Risk-free interest rate		4.68	%
Expected term (in years)		0.08
Expected dividend yield		—	%

The Company recorded a change in fair value of $288,710 for the year ended December 31, 2023.

December 2023 Conversion Feature Liability

The fair value of the December 2023 Conversion Feature Liability was estimated based on the probability weighted settlement scenarios, which is considered to be a Level 3 fair value measurement, as the fair value was determined based on significant inputs not observable in the market. The fair value of the derivative liability related to the Automatic Conversion Feature was estimated at $0.4 million by applying the probability of a business combination of 50% to the Automatic Discount of 43%. The fair value of the derivative liability related to the Optional Conversion Feature was deemed immaterial as the probability that the Company is listed on a public exchange in absence of a business combination prior to the maturity of the December 2023 Convertible Notes was deemed minimal.

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.

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Organization, Consolidation and Presentation of Financial Statements [Abstract]

Collaborative and Licensing Agreements

12 Months Ended

Dec. 31, 2023

Collaborative and Licensing Agreements

Venn License Agreement

In December 2019, the Company entered into a collaboration and license agreement (the “License Agreement”) with VennDC, LLC (“Venn”) to pursue research and development of certain payload and linker technologies that are useful for the development of antibody-drug conjugates. This collaboration was expected to allow Venn to further develop and commercialize such antibody-drug conjugates developed under the collaboration. Under the collaboration agreement with Venn, the Company received a $400,000 upfront payment and was expected to be eligible to receive reimbursement of costs and expenses incurred, certain development and regulatory milestone payments, royalties and commercial milestone payments with respect to licensed products for each product. Milestone payments were expected to be payable following the achievement of certain development, regulatory and commercial milestone events in each product, up to an aggregate of $107.1 million per product. Royalty percentages in the mid-single digits were expected to be based on net sales on a product-by-product basis. The initial term of the research collaboration was expected to be three years.

In May 2022, the Venn License Agreement was terminated and the upfront payment was repaid using the proceeds from the Venn Loan (see Note 10).

For the year ended December 31, 2022, the Company did not perform any services and did not recognize any revenue and received no reimbursement of costs and expenses under the Venn License Agreement.

Summary of Significant Accounting Policies - Additional Information (Details)	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2024 USD ($) $ / shares shares	Jun. 30, 2023 USD ($)	Jun. 30, 2024 USD ($) $ / shares shares	Jun. 30, 2023 USD ($)	Dec. 31, 2023 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) $ / shares shares	Dec. 31, 2024 $ / shares	Feb. 28, 2023 shares	Nov. 01, 2022	Sep. 30, 2022 $ / shares
Summary of Significant Accounting Policies (Details) [Line Items]
Common Stock, Par or Stated Value Per Share (in Dollars per share) \| $ / shares	$ 0.0001		$ 0.0001		$ 0.0001	$ 0.0001	$ 0.0001
Common stock convertible exchange ratio					2.0719				2.0719
Restricted bank account collateral for credit card	$ 60,000		$ 60,000		$ 60,000	$ 60,000
Restricted cash collateral for secured letter of credit						177,000
Federal depository insurance coverage					250,000
Impairment loss on operating right of use asset	$ 0	$ 0	$ 0	$ 3,513,999	$ 3,513,999	$ 0
Stock options \| shares	1,363,108		1,363,108		1,698,754	1,750,967		335,646
Conversion price per share \| $ / shares										$ 10
US Army Medica Research Acquisition Activity [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Grant revenue					$ 400,000	$ 600,000
Grant revenue \| US Army Medica Research Acquisition Activity [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Grant revenue			$ 0	$ 13,854	$ 400,000	$ 600,000
pH Pharma, Inc. [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Ownership percentage in subsidiary					100.00%

Subsequent Events

6 Months Ended

12 Months Ended

Jun. 30, 2024

Dec. 31, 2023

Subsequent Events [Abstract]

Subsequent Events

14.

Subsequent Events

May 2024 Convertible Notes

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

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

Former Employee Wage Claim

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

15.

Subsequent Events

The Company did not identify any subsequent events that require adjustment or disclosure in the consolidated financial statements, other than what has already been disclosed in the notes to the consolidated financial statements and below.

In January and February 2024, the Company completed additional closes of the December 2023 Convertible Notes pursuant to which (i) the Company issued new notes with the principal amount of $738,000 and (ii) $240,000 of April 2023 Convertible Notes were exchanged for December 2023 Convertible Notes.

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

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

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

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

Income Taxes - Schedule of Components of Income Tax Expense (Benefit) (Details) - USD ($)	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Current Federal, State and Local, Tax Expense (Benefit) [Abstract]
Current - Federal						$ 3,000
Current - State						(42,000)
Total current					$ 0	(39,000)
Deferred - Federal					(2,701,000)	(1,984,000)
Deferred - State					(1,061,000)	(639,000)
Deferred - Foreign					16,297,000	(1,603,000)
Change in Valuation allowance					(12,535,000)	4,191,000
Total deferred					0	(35,000)
(Benefit from) provision for income taxes	$ 0	$ 0	$ 0	$ 0	$ 0	$ (74,000)
Effective income tax rate					0.00%	0.56%

Income Taxes - Additional Information (Details) - USD ($)	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Operating Loss Carryforwards [Line Items]
Statutory tax rate					21.00%	21.00%
Net operating losses deduction in valuation allowance					$ 300,000
NOLs generated before 2020, carryforward term					10 years
NOLs generated after 2020, carryforward term					15 years
Deferred tax asset and valuation allowance					$ 16,030,000	$ 28,867,000
Net decrease of valuation allowance					12,800,000
Income tax benefit (expense)	$ 0	$ 0	$ 0	$ 0	0	$ (74,000)
U.S
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards					$ 10,700,000
Open tax year					2020 2021 2022 2023
State
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards					$ 10,500,000
Operating loss carryforwards expiration year					2042
Open tax year					2020 2021 2022 2023
Korean
Operating Loss Carryforwards [Line Items]
Tax benefits of corporate tax rate					9.00%
Operating loss carryforwards expiration year					2025
Net decrease of valuation allowance					$ 16,400,000
Open tax year					2018 2019 2020 2021 2022 2023

Description of the Business (Details)			3 Months Ended		6 Months Ended		12 Months Ended
Description of the Business (Details)	Dec. 29, 2022 USD ($) $ / shares shares	Nov. 01, 2022 USD ($) $ / shares shares	Jun. 30, 2024 USD ($) $ / shares shares	Jun. 30, 2023 USD ($) shares	Jun. 30, 2024 USD ($) $ / shares shares	Jun. 30, 2023 USD ($) shares	Dec. 31, 2023 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) $ / shares shares	Dec. 31, 2024 $ / shares	Mar. 31, 2024 shares	Mar. 04, 2024 $ / shares	Mar. 31, 2023 shares	Oct. 25, 2022 USD ($) $ / shares	Mar. 01, 2022 shares	Dec. 31, 2021 shares
Organization and Business Operations (Details) [Line Items]
Share price (in Dollars per share) \| $ / shares	$ 10.115												$ 13.05
Stock repurchased during period, shares	375,939
Common Stock, Par or Stated Value Per Share (in Dollars per share) \| $ / shares			$ 0.0001		$ 0.0001		$ 0.0001	$ 0.0001	$ 0.0001
Accumulated deficit \| $			$ (42,684,051)		$ (42,684,051)		$ (38,171,483)	$ (25,345,566)
Common Stock, Shares, Issued			23,124,888		23,124,888		23,124,888	21,713,248
Repurchase and retirement of share under Forward Share Purchase Agreement	375,939
Escrow deposit \| $													$ 4,551,750
Escrow deposit disbursements related to property acquisition \| $	$ 4,551,750
Common stock convertible exchange ratio		2.0719					2.0719
Net Income (Loss) \| $			$ (2,077,867)	$ (5,944,227)	$ (4,512,568)	$ (12,711,060)	$ (12,825,917)	$ (13,088,717)
Investor [Member]
Organization and Business Operations (Details) [Line Items]
Escrow deposit disbursements related to property acquisition \| $	$ 3,802,623
Peak Bio Company Limited [Member]
Organization and Business Operations (Details) [Line Items]
Accumulated deficit \| $			$ 42,600,000		42,600,000
Peak Bio Company Limited [Member] \| PIPE Shares [Member]
Organization and Business Operations (Details) [Line Items]
Number of sale of units		176,579
December 2023 Convertible Notes [Member]
Organization and Business Operations (Details) [Line Items]
Proceeds from Convertible Debt \| $							700,000
May 2024 Convertible Notes [Member]
Organization and Business Operations (Details) [Line Items]
Proceeds from Convertible Debt \| $					$ 2,000,000		3,500,000
Senior Secured Promissory Note [Member]
Organization and Business Operations (Details) [Line Items]
Proceeds from issuance of secured note \| $							$ 750,000
New Subscriber [Member]
Organization and Business Operations (Details) [Line Items]
Share price per units (in Dollars per share) \| $ / shares		$ 10
Share price (in Dollars per share) \| $ / shares		$ 0.01
Less: proceeds from issuance of shares to PIPE subscribers \| $		$ 3,025,000
New Subscriber [Member] \| PIPE Shares [Member]
Organization and Business Operations (Details) [Line Items]
Number of sale of units		302,500
Original Subscriber [Member] \| Original PIPE Shares [Member]
Organization and Business Operations (Details) [Line Items]
Share price per units (in Dollars per share) \| $ / shares		$ 10
Number of sale of units		50,000
Less: proceeds from issuance of shares to PIPE subscribers \| $		$ 500,000
Akari Ordinary Shares [Member]
Organization and Business Operations (Details) [Line Items]
Common Stock, Par or Stated Value Per Share (in Dollars per share) \| $ / shares											$ 0.0001
Akari American Depositary Shares [Member]
Organization and Business Operations (Details) [Line Items]
Percentage of expected ownership in outstanding shares											50.00%
Common Stock
Organization and Business Operations (Details) [Line Items]
Shares Outstanding			23,124,888	20,862,177	23,124,888	20,862,177	23,124,888	19,782,747		23,124,888		20,195,510		17,162,742	17,162,742
Repurchase and retirement of share under Forward Share Purchase Agreement								375,939
Number of sale of units								402,500
Minimum requirement of shares held by shareholders		1,000,000
PIPE Financing Warrants [Member] \| New Subscriber [Member]
Organization and Business Operations (Details) [Line Items]
Number of sale of units		281,325
PIPE Warrants [Member]
Organization and Business Operations (Details) [Line Items]
Share price (in Dollars per share) \| $ / shares		$ 0.01
Class of warrant or right, term from which warrants or rights exercisable		1 year
Warrant expiration date							Nov. 01, 2023
PIPE Warrants [Member] \| Peak Bio Company Limited [Member]
Organization and Business Operations (Details) [Line Items]
Number of sale of units		164,220

Commitments and Contingencies - Additional Information (Details) - Bayer Acquisition Agreement [Member]	6 Months Ended	12 Months Ended
	Jun. 30, 2024 USD ($) Milestones	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($) Milestones
Commitments and Contingencies (Details) [Line Items]
Milestones Payment Aggregate Amount	$ 23,500,000	$ 23,500,000
Expenses incurred	$ 0		$ 0
Number of milestones achieved \| Milestones	0		0

Debt

6 Months Ended

12 Months Ended

Jun. 30, 2024

Dec. 31, 2023

Debt Disclosure [Abstract]

Debt

Related Party Loans

Founder Loans

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

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

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

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

Secured Founder Loan

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

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

Promissory Note

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

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

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

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

April 2023 Convertible Notes

On April 28, 2023, the Company entered into separate subscription agreements (the “2023 Convertible Note and Warrant Subscription Agreements”) under which the Company issued the convertible promissory notes in the principal amount of $2,195,034 (the “April 2023 Convertible Notes”) and 3,658,390 warrants for the Company’s common stock (the “2023 Convertible Note Warrants”). The April 2023 Convertible Notes bear interest at a rate of 6% per annum until their maturity date of October 28, 2023 and a default rate of 10% per annum thereafter. As at December 31, 2023 and June 30, 2024, the April 2023 Convertible Notes are in default. The April 2023 Convertible Notes are convertible at any time from the issuance date at the option of the holder into the Company’s common stock at $0.60 per share (the “April 2023 Conversion Feature”). The 2023 Convertible Note Warrants have the five year term and are exercisable at any time from the issuance date at the exercise price of $0.60 per share.

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

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


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

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


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

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

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

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

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

April 2023 Convertible Notes, related party

On April 28, 2023, the Company entered into a subscription agreement with its founder and director to exchange $1,130,775 in outstanding Founder Loans into the same amount of convertible promissory note with the same terms as the April 2023 Convertible Notes and 1,884,625 April 2023 Convertible Note Warrants. The amounts converted included $448,940 of principal and $26,830 accrued interest due under the 2021 Founder Loans, $400,000 of principal and $3,806 of interest due under the Venn Loan, and $250,000 of principal and $1,199 of accrued interest due under the March 2023 Founder Loan. The Company accounted for the issuance of the April 2023 convertible notes payable, related party, as a debt extinguishment in accordance with ASC 470 and recognized a loss of approximately $1,014,368 during the year ended December 31, 2023. As at December 31, 2023 and June 30, 2024, the April 2023 Convertible Note, related party was in default.

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

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

December 2023 Convertible Notes

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

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

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

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

(i) 4% of the total number of shares of common stock received upon conversion of the December 2023 Convertible Notes issued for new capital and (ii) 1% of the total number of shares of common stock received upon conversion of the December 2023 Convertible Notes issued for the exchange for April 2023 Convertible Notes. The cash commission to the December 2023 Placement Agent was capitalized and amortized into the interest expense over the term of the convertible notes using the effective interest method. The Company accounted for the issuance of the common stock shares to the Placement Agent under ASC 718 as equity-based compensation based on a performance condition. As the issuance of the common stock shares to the December 2023 Placement Agent upon conversion of the notes was deemed not probable both at issuance date and June 30, 2024, no expense was recorded for the three and six months ended June 30, 2024 related to this equity based compensation and had no impact on the interest expense for the three and six months ended June 30, 2024.

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

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

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

December 2023 Convertible Notes, related party

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

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

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

May 2024 Convertible Notes

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

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

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

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

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

May 2024 Convertible Notes, related party

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

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

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

Insurance Financing Note

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

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

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

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

10.

Debt

Related Party Loans

Founder Loans

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

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

The Company made a $150,000 payment on the Founder Loans in December 2022. On April 28, 2023, $448,940 of the principal balance of this related party loan, and $26,830 of accrued interest, was settled through the issuance of the April 2023 Convertible Notes, related party (see below). As of December 31, 2023 and 2022, $901,060 and $1,375,000 was outstanding under this loan.

In March 2023, the Company received proceeds from an additional Founder Loans in the amount of $250,000. The loan had the maturity date of December 31, 2023 and bore interest at a rate of 5.0% per annum. The loan could be prepaid by the Company at any time prior to maturity without the consent of the lender. On April 28, 2023, this related party loan, including the accrued interest of $1,199, was settled through the issuance of the April 2023 Convertible Notes, related party (see below).

The interest expense on the Founder Loans totaled $11,757 and $22,388 for the years ended December 31, 2023 and 2022.

Venn Loan

In April 2022, the Company entered into an agreement (the “Venn Loan Agreement”) with its founder and director, Dr. Huh under which it received $400,000, used to repay the upfront payment under the Venn License Agreement (Note 9). The Venn Loan balance accrued interest at the rate of 1% per annum. The timing of the repayment was determined at the discretion of the Company’s Board of Directors. On April 28, 2023, the Venn Loan, including the accrued interest of $3,806, was settled through the issuance of

the April 2023 Convertible Notes, related party (see below). The interest expense on the Venn Loan totaled $1,069 and $2,737 for the years ended December 31, 2023 and 2022.

Employee and Director Loans

In May 2022, the Company received proceeds from a loan in the amount of approximately $23,000 from an employee of the Company to settle certain payables of the Company. The loan accrued interest at 4% per annum and totaled $516. The loan and accrued interest was repaid in December 2022. The interest expense on the loan totaled $0 and $516 for the years ended December 31, 2023 and 2022.

In September 2022, the Company received proceeds from a loan in the amount of $500,000 from one of its director nominees. The loan matured on the second anniversary and bore the interest at a rate of 5.0% per annum. At the closing date of the Ignyte Business Combination, the outstanding principal and accrued interest under the loan was converted into 50,273 shares of common stock at a price of $10.00 per share and the holder also received 46,754 PIPE Warrants. The conversion resulted in a loss on debt extinguishment of $467,073 during the year ended December 31, 2022.

Ignyte Sponsor Promissory Note

In November 2022, upon consummation of the Business Combination, the Company assumed the promissory note of $211,643 from Ignyte Sponsor LLC. The note was payable upon consummation of the Business Combination and accrued no interest. In May 2023, the promissory note was cancelled and forgiven and the Company recognized the extinguishment as $211,643 capital contribution from a related party.

2022 Pre-Business Combination Convertible Notes

From July through September 2022, the Company received proceeds from loans in the amount of $1,250,000 from several third-party lenders (the “2022 Pre-Business Combination Convertible Notes”). The loans mature on the second anniversary and bear interest at a rate of 5.0% per annum. The principal and interest of the 2022 Pre-Business Combination Convertible Notes were convertible into shares of common stock at the consummation of the Ignyte Business Combination at the conversion rate equal to the fair market value. In addition, the holders were to receive warrants to purchase the Company’s common stock at $0.01 per share upon the closing of the Ignyte Business Combination equal to 25% of the number of the common stock received upon conversion (the “Warrant Coverage”). At the issuance date, the Company elected the fair value option to account for the 2022 Pre-Business Combination Convertible Notes . In November 2022, the Company amended the terms of the 2022 Pre-Business Combination Convertible Notes to increase the Warrant Coverage from 25% to 93%. At the closing date of the Ignyte Business Combination, the outstanding principal and accrued interest under the 2022 Pre-Business Combination Convertible Notes converted into 126,306 shares of common stock at the conversion price of $10.00 per share. In addition, the note holders received 117,466 in PIPE Warrants. The Company recorded $1,186,800 change in the fair value of the 2022 Pre-Business Combination Convertible Notes between their issuance date and the closing date of the Ignyte Business Combination. At the issuance date, the PIPE Warrants were accounted for as equity instruments as they meet all of the requirements for equity classification under ASC 815 based on current expected terms, which are subject to change.

November 2022 Convertible Notes

On November 1, 2022, the Company issued $1,512,500 in convertible notes (the “November 2022 Convertible Notes”). The convertible notes accrued interest at a rate of 8% per annum and had the maturity date of October 31, 2023, provided however that the Company agreed to make mandatory prepayments on this note (which were first be applied to accrued interest and then to principal) from time to time in amounts equal to 15% of the gross proceeds received by the Company from any equity lines, forward purchase agreements or other equity financings consummated by Company prior to the maturity date. The November 2022 Convertible Notes were convertible at the maturity date at the option of the holder in all or part of the principal and/or accrued interest into shares of common stock of the Company at a per share conversion price equal to 90% of the volume weighted average price of a share of common stock of the Company for the five trading days immediately prior to the maturity date. The Company determined that the conversion upon maturity represented an embedded derivative that was subject to bifurcation and separate accounting with the change in the fair value recorded as other expense during each reporting period under the guidance in ASC 815-15 (the “November 2022 Convertible Note Liability”). The fair value of the November 2022 Convertible Note Liability at the issuance date was estimated at $165,000. The Company allocated the proceeds from the November 2022 Convertible Note first to the embedded derivative with the remaining proceeds allocated to the notes, which resulted in a discount on the convertible notes of $165,000 which was amortized to interest expense over the term of the convertible notes. The Company recorded $137,802 and $27,198 interest expense for the years ended December 31, 2023 and 2022, respectively, related to the amortization of the discount on the November 2022 Convertible Notes. As of December 31, 2022, the outstanding balance under the November 2022 Convertible Notes was $1,374,698.

extended to December 31, 2024 and the conversion terms were removed. Further, the amendment required the Company to make a payment of $300,000 by December 31, 2023, which was made in December 2023. The remaining balance was due in December 31, 2024. The amendment to the November 2022 Convertible Notes was accounted as an exchange into a promissory note (the “Promissory Note”) under the trouble debt restructuring (“TDR”) guidance in ASC 460. Under the TDR guidance, the Company recognized a gain on debt extinguishment of $998,878 for the year ended December 31, 2023.

April 2023 Convertible Notes

On April 28, 2023, the Company entered into separate subscription agreements (the “2023 Convertible Note and Warrant Subscription Agreements”) under which the Company issued the convertible promissory notes in the principal amount of $2,195,034 (the “April 2023 Convertible Notes”) and 3,658,390 warrants for the Company’s common stock (the “2023 Convertible Note Warrants”). The April 2023 Convertible Notes bear interest at a rate of 6% per annum until its maturity date of October 28, 2023 and a default rate of 10% per annum thereafter. The April 2023 Convertible Notes are convertible at any time from the issuance date at the option of the holder into the Company’s common stock at $0.60 per share (the “April 2023 Conversion Feature”). The 2023 Convertible Note Warrants have the five year term and are exercisable at any time from the issuance date at the exercise price of $0.60 per share. As at December 31, 2023 these notes were in default.


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


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

At the issuance date, the proceeds from the April 2023 Convertible Notes were allocated to the April 2023 Convertible Note Warrants and the April 2023 Conversion Feature Liability based on their fair values of $1,527,640 and $560,436, respectively, with the remaining proceeds allocated to the convertible notes. The resulting discount on the and the April 2023 Convertible Notes was accreted into the interest expense over the term of the convertible notes using the effective interest method. The fair value of the Placement Agent at the issuance date and the cash commission were capitalized and amortized into the interest expense over the term of the convertible notes using the effective interest method. The Company defaulted on the April 2023 Convertible Notes at their maturity, however received no demands for repayment through the filing date of these consolidated financial statements. In December 2023, certain holders of April 2023 Convertible Notes agreed to exchange the aggregate amount of $187,950 of April 2023 Convertible Notes, including the accrued interest, into the same amount of December 2023 Convertible Notes (see below).

The Company recorded interest expense of approximately $2,405,657 for the year ended December 31, 2023, including amortization of the discount of approximately $87,552 related to the fair value of the Placement Agent warrants, approximately $64,870 related to the cash commission to the placement agent, and approximately $1,527,641 related to the fair value of the warrants provided to the lenders. The outstanding balance on the April 2023 Convertible Notes was approximately $2,111,308 at December 31, 2023, including accrued interest of approximately $96,274.

April 2023 Convertible Notes, related party

On April 28, 2023, the Company entered into a subscription agreement with its founder and director to exchange $1,130,775 in outstanding Founder Loans into the same amount of convertible promissory note with the same terms as the April 2023 Convertible Notes and 1,884,625 2023 Convertible Note Warrants. As at December 31, 2023 this note was in default. The amounts converted included $448,940 of principal and $26,830 accrued interest due under the 2021 Founder Loans, $400,000 of principal and $3,806 of interest due under the Venn Loan, and $250,000 of principal and $1,199 of accrued interest due under the March 2023 Founder Loan. The Company accounted for the issuance of the April 2023 convertible notes payable, related party, as a debt extinguishment in accordance with ASC 470 and recognized a loss of approximately $1,014,368 during the year ended December 31, 2023.

At the issuance date, the carrying value of the April 2023 Convertible Notes was reduced by the fair value of the related April 2023 Convertible Note Warrants and the April 2023 Conversion Feature Liability of $786,967 and $288,710, respectively, with the remaining proceeds allocated to the convertible notes. The April 2023 Conversion Feature Liability related to the April 2023 Convertible Notes, related party, was valued using a Black Scholes Option Pricing Model. The initial fair value was determined to be $0.3 million based on the following assumptions: stock price of $0.655, expected volatility of 66.5%, risk-free rate of 4.94% and expected term of 0.5 years. The resulting discount on the and the April 2023 Convertible Notes, related party was accreted into the interest expense over the term of the convertible notes using the effective interest method. The Company defaulted on the April 2023 Convertible Notes, related party, at their maturity, however received no demands for repayment through the filing date of these consolidated financial statements.

The Company recorded interest expense of approximately $115,335 for the year ended December 31, 2023, including $61,309 amortization of the discount on the convertible notes. The outstanding balance of the April 2023 Convertible Notes, related party, was $1,130,775 at December 31, 2023.

December 2023 Convertible Notes

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

In consideration for its services in respect of the financing described above, the Company paid Paulson Investment Company, LLC (the “December 2023 Placement Agent”) a commission of $83,600. Further, upon conversion of the December 2023 Convertible Notes into Common Stock of the Company, the December 2023 Placement Agent will receive shares of restricted common stock of the Company equal to (i) 4% of the total number of shares of common stock received upon conversion of the December 2023 Convertible Notes issued for new capital and (ii) 1% of the total number of shares of common stock received upon conversion of the December 2023 Convertible Notes issued for the exchange for April 2023 Convertible Notes. The cash commission to the December 2023 Placement Agent was capitalized and amortized into the interest expense over the term of the convertible notes using the effective interest method. The Company accounted for the issuance of the common stock shares to the Placement Agent under ASC 718 as equity-based compensation based on a performance condition. As the issuance of the common stock shares to the December 2023 Placement Agent upon conversion of the notes was deemed not probable both at issuance date and December 31, 2023, no expense was recorded for the year ended December 31, 2023 related to this equity based compensation and had no impact on the interest expense for the year ended December 31, 2023.

The Company determined that both the Automatic Conversion Feature and the Optional Conversion Feature are subject to bifurcation under the guidance in ASC 815 as variable-share redemption features at a discount. The Company recognized the derivative liability of approximately $0.4 million and $0 for the Automatic Conversion Feature and the Optional Conversion Feature, respectively, at the issuance date (together, the “December 2023 Conversion Feature Liability”). The fair value of the derivative liability related to the Automatic Conversion Feature was estimated by applying the probability of a business combination of 50% to the Automatic Discount of 43%. The fair value of the derivative liability related to the Optional Conversion Feature was immaterial

as the probability that the Company will qualify for listing on a public exchange in absence of a business combination prior to the maturity of the December 2023 Convertible Notes was deemed minimal.

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

The Company recorded interest expense of $10,305 for the year ended December 31, 2023, including amortization of the discount on the convertible notes and the commission to the December 2023 Placement Agent of $7,307. The outstanding balance of the December 2023 Convertible Notes was $857,097 at December 31, 2023.

December 2023 Convertible Notes, related party

The Company recorded interest expense of $5,227 for the year ended December 31, 2023 on the December 2023 Convertible Notes, related party, including amortization of the discount on the convertible notes and the commission to the December 2023 Placement Agent of $3,446. The outstanding balance of the December 2023 Convertible Notes, related party, was $396,303 at December 31, 2023.

Insurance Financing Note

The Company recognized $3,824 and $22,823 in interest expenses related the Insurance Financing for the years ended December 31, 2023 and 2022, respectively. As of December 31, 2023 and 2022, the balance on the Insurance Financing Note was $631,993 and $921,576, on the Company’s consolidated balance sheet.

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

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (b)
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-URI https://asc.fasb.org/1943274/2147481544/470-10-50-6

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Debt - Schedule of Weighted Average Assumptions Used in Determining the Fair Value Stock Options (Details)		6 Months Ended	12 Months Ended
	Oct. 25, 2022	Jun. 30, 2024	Dec. 31, 2023	Dec. 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected volatility	28.10%	79.30%	79.30%	75.10%
Risk-free rate	4.00%	4.66%	4.66%	1.81%
Expected term (in years)	1 month 28 days	1 year	1 year	7 years
Dividend yield		0.00%	0.00%	0.00%
April 2023 Convertible Note Warrants and Private Placement Warrants [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected volatility		72.80%	72.80%
Risk-free rate		3.51%	3.51%
Expected term (in years)		5 years	5 years
Dividend yield		0.00%	0.00%
April 2023 Conversion Feature Liability [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected volatility		66.50%	66.50%
Risk-free rate		4.94%	4.94%
Expected term (in years)		6 months	6 months
Dividend yield		0.00%	0.00%

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

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Income Taxes - Schedule of Income before Income Tax, Domestic and Foreign (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Domestic	$ (12,614,259)	$ (10,222,781)
Foreign	(211,658)	(2,939,936)
Loss before income tax expense	$ (12,825,917)	$ (13,162,717)

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

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Description of the Business

6 Months Ended

12 Months Ended

Jun. 30, 2024

Dec. 31, 2023

Description of the Business

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

Akari Merger Agreement

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

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

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

Voting Agreements

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

Risks and Uncertainties

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

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

Going Concern

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

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

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

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

Description of the Business

Spin-Off

On March 1, 2022, pH Pharma Ltd completed the spin-off of certain assets and liabilities into a newly formed entity, pH Pharma Co., Ltd, except for the assets and liabilities related to PHP-303 and PH-1 ADC Platform programs, and changed its name to Peak Bio Co., Ltd. (the “Spin-Off”). The Spin-Off resulted in Peak Bio Co., Ltd. retaining 17,162,742 shares of common stock, which has been retroactively presented as of the beginning of the earliest period presented.

Ignyte Acquisition Corp (Ignyte)

On November 1, 2022 (the “Closing Date”), the Company completed the transactions contemplated by the certain business combination agreement, dated as of April 28, 2022 (the “Business Combination Agreement”), by and among Ignyte Acquisition Corp. (“Ignyte”), a public company, Ignyte Korea Co., Ltd., a corporation organized under the laws of the Republic of Korea (“Korean Sub”), and Peak Bio Co., Ltd (“Ignyte Business Combination”). At the closing of the Ignyte Business Combination, the stockholders of Peak Bio Ltd transferred their common stock shares to Korean Sub in exchange for shares of Ignyte common stock held by Korean Sub, which Korean Sub received in exchange for the shares of Peak Bio Ltd common stock from Ignyte (the “Share Swap”). Upon consummation of the Share Swap, Peak Bio Ltd became a direct wholly owned subsidiary of Ignyte. At the Closing Date, Ignyte changed its name to “Peak Bio, Inc.”

At the Closing Date, each common stock share of Peak Bio Ltd was converted into 2.0719 Ignyte common stock shares (the "Ignyte Exchange Ratio"). Each option of Peak Bio Ltd that was outstanding and unexercised immediately prior to the Ignyte Business Combination was assumed by Ignyte and converted into an option to acquire shares of common stock of Ignyte, as adjusted for the Ignyte Exchange Ratio.

At the Closing Date, a purchaser (the “Original Subscriber”) purchased from the Company an aggregate of 50,000 shares of the Company’s common stock (the “Original PIPE Shares”), for a purchase price of $10.00 per share and an aggregate purchase price of $500,000, pursuant to a subscription agreement entered into effective as of April 28, 2020 (the “Original Subscription Agreement”).

At the Closing Date, certain additional purchasers (each, a “New Subscriber”) purchased from the Company an aggregate of (i) 302,500 shares of the Company’s common stock (the “New PIPE Shares”) and (ii) 281,325 warrants (the “PIPE Financing Warrants”) to purchase shares of Ignyte common stock, at an exercise price of $0.01 per share, for a purchase price of $10.00 per share for an aggregate purchase price of $3,025,000, pursuant to separate subscription agreements entered into effective as of October 31, 2022 (each a “New Subscription Agreement”).

Finally, at the Closing Date, certain Peak Bio Ltd.’s lenders received from the Company an aggregate of (i) 176,579 shares of Ignyte common stock and (ii) 164,220 warrants (together with the PIPE Financing Warrants, the “PIPE Warrants”) to purchase shares of Ignyte common stock, at an exercise price of $0.01 per share, in settlement of the 2022 Pre-Business Combination Promissory Notes and the loan from a director nominee (see Note 10).The PIPE Warrants were on substantially same terms as the Public Warrants (as described in Note 11), except that the PIPE Warrants were not redeemable, and were exercisable for one year with an expiration date of November 1, 2023. The PIPE warrants were exercised on November 1, 2023 (see Note 11).

Akari Merger Agreement

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

To date, the Akari merger has not been consummated.

Voting Agreements

Risks and Uncertainties

Going Concern

The Company incurred significant net losses since inception, including net losses of $12.8 million and $13.1 million for the years ended December 31, 2023 and 2022, respectively. Since the beginning of 2024, the Company raised aggregate gross proceeds of approximately $0.7 million from the continued issuances of December 2023 Convertible Notes (see Note 10), $0.75 million from the issuance of secured note (see Note 15) and $3.5 million from the issuance of May 2024 Convertible Notes (see Note 15). The Company expects to incur significant expenses and operating losses for the foreseeable future as it continues its efforts to identify product candidates and seek regulatory approvals within its portfolio.

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

On November 1, 2022, the Company received written notice (the “Notice”) from the Staff of the Listing Qualifications Department (the “Staff”) of the Nasdaq Stock Market LLC (“Nasdaq”) stating that the Staff determined that the Company had not complied with the listing requirements because (i) the Company had not demonstrated that its common stock complied with the minimum 1,000,000 unrestricted publicly held shares requirement. The Company requested, and received, a hearing with the Hearings Panel (the “Panel”) on December 8, 2022 to appeal Nasdaq’s determination, which request stayed the suspension of the Company’s common stock and warrants and the filing by Nasdaq of a Form 25-NSE pending the Panel’s decision.

On January 6, 2023, the Company received the determination letter (the “Determination Letter”) from the Panel to delist the Company’s common stock and warrants from Nasdaq. Nasdaq suspended trading in Company’s common stock and warrants effective

at the open of business on January 10, 2023. Upon suspension from Nasdaq, the Company’s securities began trading on the OTC Markets’ “OTC Pink Market” tier.

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

Share-Based Compensation - Additional Information (Details) - USD ($)			3 Months Ended		6 Months Ended		12 Months Ended
	Nov. 01, 2022	Mar. 01, 2022	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023	Dec. 31, 2022	Feb. 28, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share based combensation expense			$ 0	$ 133,437	$ 30,509	$ 298,444	$ 275,418	$ 560,060
Unvested stock-based compensation arrangements							$ 30,000.00
Unvested stock-based compensation arrangements weighted average period of recognition							25 days
Shares, Granted					0		0
Stock options			1,363,108		1,363,108		1,698,754	1,750,967	335,646
General And Administrative Expense [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share based combensation expense			$ 0	$ 35,052	$ 11,482	97,571	$ 179,480	$ 179,429
Employee Stock Options [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Term of stock option	10 years						7 years
Grants vest percentage							100.00%
Employee Stock Options [Member] \| General And Administrative Expense [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share based combensation expense						$ 16,782	$ 16,782
Long Term Incentive Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares, Granted	4,150,470
2022 Long Term Incentive Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares, Granted							2,994,226
Shares, exchanged of stock options in spin-off		1,762,667

Collaborative and Licensing Agreements - Additional Information (Details) - USD ($)	1 Months Ended	3 Months Ended		6 Months Ended		12 Months Ended
	Dec. 31, 2019	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Revenue		$ 0	$ 0	$ 0	$ 13,854	$ 367,877	$ 607,681
Venn License Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Upfront payment from collaboration agreement	$ 400,000
Milestone payments	$ 107,100,000
Initial term of collaboration	3 years
Revenue							0
Reimbursement of costs and expenses							$ 0

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

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-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

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-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 924
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479941/924-10-S99-1

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-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
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-Publisher FASB
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-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (a)
-Publisher FASB
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-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-42

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (b)
-Publisher FASB
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-Topic 606
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-Paragraph 4
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-4

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

Debt (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2024

Dec. 31, 2023

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

Schedule of Weighted Average Assumptions Used in Determining the Fair Value

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


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


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

April 2023 Conversion Feature Liability [Member]

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

Schedule of Weighted Average Assumptions Used in Determining the Fair Value

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


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


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

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

Schedule of Components of Income Tax Expense (Benefit)

Debt - Additional Information (Details 2) - USD ($)												1 Months Ended										2 Months Ended	3 Months Ended		6 Months Ended		12 Months Ended
Debt - Additional Information (Details 2) - USD ($)	Dec. 31, 2024	Jul. 12, 2024	May 28, 2024	Jan. 31, 2024	Dec. 18, 2023	Nov. 01, 2023	Oct. 31, 2023	Apr. 28, 2023	Apr. 05, 2023	Nov. 01, 2022	Oct. 25, 2022	Jul. 31, 2024	May 31, 2024	Jan. 31, 2024	Dec. 31, 2023	Nov. 30, 2023	Apr. 30, 2023	Mar. 31, 2023	Nov. 30, 2022	Aug. 31, 2021	May 31, 2021	Feb. 29, 2024	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023	Dec. 31, 2022	Jan. 01, 2024	Sep. 30, 2022
Short-Term Debt [Line Items]
Proceeds from related party loan																		$ 250,000
Loan, maturity date																		Dec. 31, 2023		Jul. 31, 2022	May 31, 2022
Interest rate																		5.00%		1.00%	1.00%
Loss on extinguishment of debt									$ 13,000														$ 0	$ (1,014,368)	$ 0	$ (1,014,368)	$ (15,490)	$ (467,073)
Repayment of debt																									150,000			150,000
Related party loan, Principal amount								$ 448,940
Portion of Accrued interest								26,830										$ 1,199
Exchange of related party loans for convertible notes, related party																									$ 0	$ 1,130,775	$ 1,130,775	0
Exercise price of warrants															$ 4.97								$ 6.46		$ 6.46		$ 4.97
Sale of price per share (in Dollars per share)																														$ 10
Total premiums, taxes and fees financed						$ 631,993				$ 1,006,342
Annual interest rate						9.95%				7.20%						9.95%			7.20%
Insurance financing payable															$ 631,993								$ 0		$ 0		$ 631,993	$ 921,576
Par value of common shares issued (in Dollars per share)	$ 0.0001														$ 0.0001								$ 0.0001		$ 0.0001		$ 0.0001	$ 0.0001
Commission paid								$ 125,000									$ 125,000
Expected volatility											28.10%														79.30%		79.30%	75.10%
Risk-free rate											4.00%														4.66%		4.66%	1.81%
Expected term (in years)											1 month 28 days														1 year		1 year	7 years
Derivative liability															$ 361,704								$ 1,853,694		$ 1,853,694		$ 361,704	$ 166,000
Payment of Convertible Notes																											300,000	$ 0
Senior Secured Promissory Note [Member]
Short-Term Debt [Line Items]
Loan, maturity date				Jan. 23, 2025
Debt Instrument, Interest Rate, Effective Percentage				15.00%										15.00%
Proceeds from Senior Secured Note														$ 750,000
April Two Thousand Twenty Three Convertible Note Warrants [Member]
Short-Term Debt [Line Items]
Fair Value															$ 0												$ 0
Exercise price (in Dollars per share)															$ 0.08								$ 0.08		$ 0.08		$ 0.08
Expected volatility																									74.90%		74.90%
Risk-free rate																									4.65%		4.65%
Expected term (in years)																									4 years 5 months 26 days		4 years 5 months 26 days
Private Placement Warrants [Member]
Short-Term Debt [Line Items]
Fair Value															$ 87,552								$ 87,552		$ 87,552		$ 87,552
Exercise price (in Dollars per share)															$ 0.18								$ 0.01	$ 0.83	$ 0.01	$ 0.83	$ 0.18	$ 4.19
Expected volatility																									100.00%	45.50%	84.00%	30.00%
Risk-free rate																									4.52%	4.12%	4.01%	3.99%
Expected term (in years)																									3 years 4 months 2 days	4 years 4 months 2 days	3 years 10 months 2 days	4 years 10 months 2 days
April 2023 Conversion Feature Liability [Member]
Short-Term Debt [Line Items]
Fair Value															$ 0												$ 0		$ 0
Expected volatility																									66.50%		66.50%
Risk-free rate																									4.94%		4.94%
Expected term (in years)																									6 months		6 months
Derivative liability															560,436												$ 560,436
December 2023 Conversion Feature Liability [Member]
Short-Term Debt [Line Items]
Fair Value					$ 107,143
Derivative liability															400,000								$ 860,319		$ 860,319		$ 400,000
Fair value of derivative liability, Description																									At June 30, 2024, the fair value of the derivative liability related to the Automatic Conversion Feature was estimated at $860,319 by applying the probability of a business combination of 75% to the Automatic Discount of 43%.		The fair value of the derivative liability related to the Automatic Conversion Feature was estimated at $0.4 million by applying the probability of a business combination of 50% to the Automatic Discount of 43%.
May 2024 Conversion Feature Liability [Member]
Short-Term Debt [Line Items]
Fair Value			$ 350,000
Derivative liability																							993,375		$ 993,375
Fair value of derivative liability, Description																									At June 30, 2024, the fair value of the derivative liability related to the Automatic Conversion Feature was estimated at $993,375 by applying the probability of a business combination of 75% to the Automatic Discount of 100%.
Venn License Agreement [Member]
Short-Term Debt [Line Items]
Interest expense																											$ 1,069	$ 2,737
Secured Founder Loan [Member]
Short-Term Debt [Line Items]
Loan, maturity date														Jan. 23, 2025
Debt Instrument, Interest Rate, Effective Percentage				15.00%										15.00%
Interest expense																							27,740	$ 0	$ 48,699	$ 0
Secured Founder Loan [Member] \| Senior Secured Promissory Note [Member]
Short-Term Debt [Line Items]
Proceeds from Senior Secured Note														$ 750,000
Insurance Financing Payable [Member]
Short-Term Debt [Line Items]
Interest expense																							5,736	7,608	11,472	15,216	3,824	22,823
Warrant Subscription Agreements[Member]
Short-Term Debt [Line Items]
Warrant to purchase shares of common stock								209,670									209,670
Par value of common shares issued (in Dollars per share)								$ 0.6
Loans Payable [Member]
Short-Term Debt [Line Items]
Proceeds from related party loan													$ 750,000							$ 750,000	$ 750,000
Long-term debt															901,060												901,060	1,375,000
Founder Loans [Member]
Short-Term Debt [Line Items]
Long-term debt															901,060								901,060		901,060		901,060
Interest expense																							0	3,585	0	7,172	11,757	22,388
November 2022 Convertible Notes [Member]
Short-Term Debt [Line Items]
Loan, maturity date										Oct. 31, 2023									Oct. 31, 2023
Interest rate										8.00%
Loss on extinguishment of debt																											998,878
Portion of Accrued interest																									28,622		28,622
Interest expense																							0	41,250	$ 0	89,078
Convertible notes										$ 1,512,500
Gross proceeds percentage							15.00%
Weighted average price of common stock							90.00%																		90.00%
Embedded derivative fair value of derivative liability										165,000
Derivative liability fair value of collateral										$ 165,000
Amortization of debt discount premium																											137,802	27,198
Unsecured convertible promissory note															378,622								378,622		$ 378,622		378,622	$ 1,374,698
Aggregate Principal Amount																									350,000		350,000
Payment of Convertible Notes																											300,000
November 2022 Convertible Notes [Member] \| Forecast [Member]
Short-Term Debt [Line Items]
Interest rate	6.00%
Portion of Accrued interest	$ 378,622
November 2022 Convertible Notes [Member] \| Maximum [Member]
Short-Term Debt [Line Items]
Convertible notes						$ 1,512,500
November 2022 Convertible Notes [Member] \| Minimum [Member]
Short-Term Debt [Line Items]
Convertible notes						$ 650,000
April 2023 Convertible Notes [Member]
Short-Term Debt [Line Items]
Loan, maturity date								Oct. 28, 2023									Oct. 28, 2023
Interest rate								6.00%
Debt Instrument, Interest Rate During Period								10.00%									10.00%
Portion of Accrued interest																									133,039		96,274
Interest expense																							44,376	912,853	88,752	912,853	2,405,657
Warrants outstanding															$ 2,111,308								1,908,073		1,908,073		$ 2,111,308
Exercise price of warrants								$ 0.6
Sale of price per share (in Dollars per share)								$ 0.6
Maturity term								5 years									5 years
Amortization of debt discount premium																							0	892,461	0	892,461
Aggregate purchase amount of shares								$ 2,195,034									$ 2,195,034
Aggregate Principal Amount																									1,775,034
Percentage of the total number of shares of common stock received															1.00%												1.00%
Derivative liability																							560,436		560,436
Debt instrument, exchange amount				$ 250,600										$ 250,600	$ 187,950							$ 250,600					$ 187,950
April 2023 Convertible Notes [Member] \| April Two Thousand Twenty Three Convertible Note Warrants [Member]
Short-Term Debt [Line Items]
Fair Value								1,527,640							1,527,640								1,527,640		1,527,640		1,527,640
April 2023 Convertible Notes [Member] \| Private Placement Warrants [Member]
Short-Term Debt [Line Items]
Amortization of debt discount premium																											87,552
April 2023 Convertible Notes [Member] \| April 2023 Conversion Feature Liability [Member]
Short-Term Debt [Line Items]
Fair Value								560,436
April 2023 Convertible Notes [Member] \| Warrant Subscription Agreements[Member]
Short-Term Debt [Line Items]
Aggregate Principal Amount								$ 3,658,390									$ 3,658,390
April 2023 Convertible Notes Under Related Party [Member]
Short-Term Debt [Line Items]
Loss on extinguishment of debt																											(1,014,368)
Related party loan, Principal amount																									448,940
Portion of Accrued interest																									110,565
Interest expense																							28,269	32,147	56,539	32,147	115,335
Amortization of debt discount premium																							0	$ 20,436	0	$ 20,436	61,309
Unsecured convertible promissory note															1,130,775								1,241,340		1,241,340		1,130,775
Aggregate Principal Amount																									1,130,775
April 2023 Convertible Notes Under Related Party [Member] \| April Two Thousand Twenty Three Convertible Note Warrants [Member]
Short-Term Debt [Line Items]
Class of warrant or right issued								1,884,625
Fair Value								$ 786,967							$ 300,000												$ 300,000
April 2023 Convertible Notes Under Related Party [Member] \| April 2023 Conversion Feature Liability [Member]
Short-Term Debt [Line Items]
Fair Value								288,710															$ 300,000		$ 300,000
Exercise price (in Dollars per share)															$ 0.655								$ 0.655		$ 0.655		$ 0.655
Expected volatility																									66.50%		66.50%
Risk-free rate																									4.94%		4.94%
Expected term (in years)																									6 months		6 months
April 2023 Convertible Notes Under Related Party [Member] \| Two Thousand Twenty One Founder Loan [Member]
Short-Term Debt [Line Items]
Related party loan, Principal amount																											$ 448,940
Portion of Accrued interest																									$ 26,830		26,830
April 2023 Convertible Notes Under Related Party [Member] \| March TwoThousand Twenty Three Founder Loan [Member]
Short-Term Debt [Line Items]
Related party loan, Principal amount																									250,000		250,000
Portion of Accrued interest																									1,199		1,199
April 2023 Convertible Notes Under Related Party [Member] \| Founder and Director[ Member]
Short-Term Debt [Line Items]
Exchange of related party loans for convertible notes, related party								1,130,775
April 2023 Convertible Notes Under Related Party [Member] \| Venn License Agreement [Member]
Short-Term Debt [Line Items]
Related party loan, Principal amount																									400,000		400,000
Portion of Accrued interest								$ 3,806																	3,806		$ 3,806
December 2023 Convertible Notes [Member]
Short-Term Debt [Line Items]
Loan, maturity date															Dec. 18, 2024
Conversion Rate															70.00%
Debt Instrument, Interest Rate, Effective Percentage															10.00%												10.00%
Related party loan, Principal amount																						738,000
Portion of Accrued interest																									109,449
Interest expense																							$ 207,015		393,790		$ 10,305
Amortization of debt discount premium																							152,749		287,339
Unsecured convertible promissory note															$ 857,097								1,857,352		1,857,352		857,097
Aggregate Principal Amount															1,000,000							738,000
Commission paid															$ 83,600							$ 63,840
Percentage of the total number of shares of common stock received															4.00%
Fair value of derivative liability, Description															The fair value of the derivative liability related to the Automatic Conversion Feature was estimated by applying the probability of a business combination of 50% to the Automatic Discount of 43%.
December 2023 Convertible Notes [Member] \| Optional Conversion Feature [Member]
Short-Term Debt [Line Items]
Conversion Rate															90.00%
Derivative liability															$ 0								0		0		0
December 2023 Convertible Notes [Member] \| Automatic Conversion Feature [Member]
Short-Term Debt [Line Items]
Derivative liability															400,000								573,546		573,546		400,000
December 2023 Convertible Notes Under Related Party [Member]
Short-Term Debt [Line Items]
Portion of Accrued interest																									26,713
Interest expense																							38,547		75,572		5,227
Amortization of debt discount premium																							26,081		50,640
Unsecured convertible promissory note															$ 396,303								446,943		446,943		$ 396,303
December 2023 Convertible Notes Under Related Party [Member] \| Founder and Director[ Member]
Short-Term Debt [Line Items]
Convertible notes					500,000
Aggregate Principal Amount					$ 500,000
May 2024 Convertible Notes [Member]
Short-Term Debt [Line Items]
Loan, maturity date		Dec. 18, 2024											Dec. 18, 2024
Conversion Rate		50.00%											50.00%
Debt Instrument, Interest Rate, Effective Percentage		10.00%											10.00%
Related party loan, Principal amount												$ 2,175,000	$ 1,324,500
Portion of Accrued interest																									7,454
Interest expense																							59,847		59,847
Amortization of debt discount premium																							52,393		52,393
Unsecured convertible promissory note																							299,744		299,744
Aggregate Principal Amount		$ 2,175,500	$ 824,500
Derivative liability																							577,150		$ 577,150
Fair value of derivative liability, Description																									The fair value of the derivative liability related to the Automatic Conversion Feature was estimated by applying the probability of a business combination of 70% to the Automatic Discount of 100%.
May2024 Convertible Notes Related Party [Member]
Short-Term Debt [Line Items]
Portion of Accrued interest																									$ 4,521
Interest expense																							37,432		37,432
Amortization of debt discount premium																							32,911		32,911
Unsecured convertible promissory note																							$ 182,911		$ 182,911

STATEMENTS OF CASH FLOWS - USD ($)	6 Months Ended		12 Months Ended
STATEMENTS OF CASH FLOWS - USD ($)	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Cash flows from operating activities
Net loss	$ (4,512,568)	$ (12,711,060)	$ (12,825,917)	$ (13,088,717)
Adjustment to reconcile net loss to net cash used in operating activities
Share-based compensation	30,509	298,444	275,418	560,060
Depreciation	53,585	77,238	144,045	151,873
Accretion of discount on convertible notes payable	423,283	994,944	2,511,296	0
Change in fair value of warrant liability	0	187,857	(2,100,123)	75,000
Change in fair value of derivative liability	352,998	560,233	(837,146)	(92,110)
Loss on extinguishment of debt	0	1,014,368	15,490	467,073
Cancellation of trade liability	(207,967)	0
Issuance of shares for financing fee	0	250,000	250,000	250,000
Impairment loss on operating right-of-use asset	0	3,513,999	3,513,999	0
Loss on disposal of equipment	1,216	79,495	79,495	0
Amortization of right-of-use lease asset	0	167,073	167,073	634,611
Change in fair value of convertible note payable			0	1,186,800
Accretion of the operating lease liability			388,501	0
Changes in operating assets and liabilities
Prepaid expenses and other current assets	895,591	1,262,146	569,403	(698,741)
Other noncurrent asset	(1,936)	0	(7,700)	0
Accounts payable	(128,820)	1,517,293	2,234,921	816,037
Accrued expenses and other current liabilities	837,409	647,879	1,600,486	1,771,097
Operating lease liability	164,281	26,734	(177,111)	(87,838)
Other noncurrent liabilities	(230,650)	(560,150)	(560,150)	569,230
Net cash used in operating activities	(2,323,069)	(2,673,507)	(4,758,020)	(7,485,625)
Cash flows from investing activities
Purchase of property and equipment			0	(142,249)
Sale of property and equipment	66,500	0
Net cash used in investing activities	66,500	0	0	(142,249)
Cash flows from financing activities
Proceeds from issuance of common shares			105,317	5,177,163
Proceeds from exercise of warrants	0	400,000	1,029,920	0
Repayment of Insurance Financing Note			(921,576)	0
Proceeds from Insurance Financing Note			631,993	0
Repayment of Insurance Financing Note	(631,993)	(691,182)
Repayment of Promissory Note			(300,000)	0
Proceeds from completion of business combination			0	3,910,375
Settlement of forward purchase agreement			0	(3,802,623)
Proceeds from net shareholder contributions			0	1,250,298
Net cash provided by financing activities	2,116,667	2,028,049	4,281,285	8,135,213
Net decrease in cash	(139,902)	(645,458)	(476,735)	507,339
Effect of exchange rate changes on cash	(5,973)	25,236	23,793	(55,225)
Cash and restricted cash, beginning of year	441,649	894,591	894,591	442,477
Cash and restricted cash, end of year	295,774	274,369	441,649	894,591
Components of cash, cash equivalents and restricted cash
Cash	235,774	214,369	381,649	654,892
Restricted cash	60,000	60,000	60,000	239,699
Total cash, cash equivalents and restricted cash	295,774	274,369	441,649	894,591
Supplemental disclosures of non-cash financing activities:
Cash paid for interest	56,683	0	0	0
Cash paid for taxes	0	0	0	8,844
Non-cash investing and financing activities:
Exchange of April 2023 Convertible Note for December 2023 Convertible Note	250,600	0
Capital Contribution from Extinguishment of Ignyte Sponsor Promissory Note	0	211,643	211,643	0
Exchange of related party loans for convertible notes, related party	0	1,130,775	1,130,775	0
Fair value of warrants issued with convertible notes, related party	0	786,967
Fair value of warrants issued with convertible notes	0	1,615,194
Fair value of derivative issued with convertible notes	0	849,146
Fair value of warrants exercised and reclassified to additional paid in capital	0	244,261	761,568	0
Fair value of warrants reclassified to additional paid in capital			65,469	0
Purchase of property and equipment included in accounts payable			0	33,060
Warrant liability assumed in Business Combination			0	450,000
Related party loan assumed in Business Combination			0	211,953
Convertible notes payable and derivative liability assumed in Business Combination			0	1,512,500
Related party loan entered into for settlement of accrued expenses			0	400,000
Shares issued for settlement of related party loan and accrued interest			0	502,740
Financing received for annual insurance policy			0	921,576
Shares issued for settlement of convertible notes payable and accrued interest			0	1,263,099
Operating lease liabilities arising from obtaining right of use assets			0	4,189,492
Director Loans [Member]
Cash flows from financing activities
Proceeds from related party loan			0	500,000
Founder Loans [Member]
Cash flows from financing activities
Proceeds from related party loan	0	250,000
Proceeds from (repayment of) related party loans			250,000	(150,000)
Secured Founder Loans [Member]
Cash flows from financing activities
Proceeds from related party loan	750,000	0
April Two Thousand Twenty Three Convertible Notes [Member]
Cash flows from financing activities
Proceeds from Convertible Debt	0	2,069,231	2,069,231	0
December Two Thousand Twenty Three Convertible Notes [Member]
Cash flows from financing activities
Proceeds from Convertible Debt	674,160	0	1,416,400	0
Two Thousand Twenty Two Pre-Business Combination [Member]
Cash flows from financing activities
Proceeds from Convertible Debt			$ 0	$ 1,250,000
May Two Thousand Twenty Four Convertible Notes [Member]
Cash flows from financing activities
Proceeds from Convertible Debt	$ 1,324,500	$ 0

Accrued Expenses - Schedule of Accrued Expenses (Details) - USD ($)	Jun. 30, 2024	Dec. 31, 2023	Dec. 31, 2022
Accrued Liabilities, Current [Abstract]
Professional Fees	$ 66,982	$ 43,552	$ 608,846
Accrued compensation	3,840,473	3,322,454	1,364,142
Other	494,999	210,762	65,303
Total accrued expenses	$ 4,402,454	$ 3,576,768	$ 2,038,291

Related Party Transactions and Shared Service Costs - Additional Information (Details) - USD ($)				1 Months Ended	3 Months Ended				4 Months Ended	6 Months Ended		12 Months Ended
	Jan. 31, 2024	Apr. 05, 2023	Mar. 01, 2022	Jan. 31, 2024	Jul. 31, 2024	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Apr. 30, 2024	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023	Feb. 28, 2023	Dec. 31, 2022
Related Party Transactions (Details) [Line Items]
Purchase price of founder shares														$ 1,152,163
Cancellation of trade liability						$ 0		$ 0		$ 207,967	$ 0
Gain on debt extinguishment		$ 13,000				0		(1,014,368)		0	(1,014,368)	$ (15,490)		(467,073)
PH Pharma Ltd [Member]
Related Party Transactions (Details) [Line Items]
Purchase price of founder shares			$ 100,000
Related Party Costs			$ 15,000
Lease payment													$ 3,000
Expenses under administrative services agreement						0		$ 0		0	$ 36,357
Accounts Payable Related Parties Current												$ 309,534		$ 426,673
Settled the outstanding debt for a one-time payment	$ 85,000			$ 85,000
Gain on debt extinguishment				$ 207,967
Republic of Korea [Member] \| PH Pharma Ltd [Member]
Related Party Transactions (Details) [Line Items]
Related Party Costs					$ 10,000
Expenses under administrative services agreement						77,500				250,000
One time fee payable									$ 230,000
Accounts Payable Related Parties Current						$ 15,489				$ 15,489
General and Administrative Expense [Member] \| PH Pharma Ltd [Member]
Related Party Transactions (Details) [Line Items]
Cancellation of trade liability							$ 207,967

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

The components of (loss) income before income taxes are as follows:


	Year Ended December 31,
	2023			2022
Domestic		(12,614,259	)		(10,222,781	)
Foreign		(211,658	)		(2,939,936	)
Total		(12,825,917	)		(13,162,717	)


	Year Ended December 31,
Components of Tax Expense	2023			2022
Current — Federal				$	3,000
Current — State					(42,000	)
Total current		—			(39,000	)
Deferred — Federal	$	(2,701,000	)	$	(1,984,000	)
Deferred — State		(1,061,000	)		(639,000	)
Deferred — Foreign		16,297,000			(1,603,000	)
Change in Valuation Allowance		(12,535,000	)		4,191,000
Total deferred		—			(35,000	)
(Benefit from) provision for income taxes	$	—		$	(74,000	)
Effective income tax rate		—	%		0.56	%

Schedule of Reconciliation of the Federal Income Tax Effective Rate

The effective tax rate of the Company’s provision (benefit) for income taxes differs from the federal statutory rate for the years ended December 31, 2023 and 2022 as follows:


	Year Ended December 31,
	2023			2022
Tax computed at federal statutory rate		21.00	%		21.00	%
State Tax Provision/(Benefit) net of federal benefit		7.84	%		4.86	%
Earnings in jurisdictions taxed at rates different from the statutory U.S. federal tax rate		(0.39	)%		0.36	%
Permanent difference related to change in fair value of derivatives		1.37	%		(1.91	)%
Permanent difference related to change in fair value of convertible notes		3.44	%		—	%
Permanent difference related to interest expense on convertible notes		(4.40	)%		—	%
Return to Provision		1.17	%		8.83	%
Change in valuation allowance		97.73	%		(31.84	)%
Warrants issued on conversion		—	%		(0.74	)%
Reduction in Foreign Jurisdiction Tax Rate		(127.76	)%		—	%
Income Tax Provision/(Benefit)		—	%		0.56	%

Schedule of Components of Deferred Tax Assets (Liabilities)


	December 31,
	2023			2022
Deferred tax assets
Federal Net Operating Loss		2,241,000			964,000
State Net Operating Loss		839,000			297,000
Foreign Net Operating Loss		8,886,000			24,965,000
Foreign Tax Credits		375,000			379,000
Foreign Accruals		421,000			936,000
Accruals		1,100,000			615,000
Capitalized Start up Costs		238,000			209,000
Capitalized Section 174 R&D		725,000			437,000
Right of Use Operating Lease ASC 842		1,242,000			1,183,000
Total deferred tax assets		16,067,000			29,985,000
Deferred tax liabilities
Right of Use Operating Lease ASC 842		—			(1,030,000	)
Depreciation		(37,000	)		(88,000	)
Total deferred tax liabilities		(37,000	)		(1,118,000	)
Total net deferred tax assets		16,030,000			28,867,000
Less: valuation allowance		(16,030,000	)		(28,867,000	)
Net deferred tax assets		—			—

Accrued Expenses (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2024

Dec. 31, 2023

Accrued Liabilities, Current [Abstract]

Schedule of Accrued Expenses

Accrued expenses consist of the following:


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

Accrued expenses consist of the following:


	December 31,
	2023		2022
Professional Fees	$	43,552	$	608,846
Accrued compensation		3,322,454		1,364,142
Other		210,762		65,303
Total accrued expenses	$	3,576,768	$	2,038,291

Income Taxes - Schedule of Reconciliation of the Federal Income Tax Effective Rate (Details)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Effective Income Tax Rate Reconciliation, Percent [Abstract]
Tax computed at federal statutory rate	21.00%	21.00%
State Tax Provision/(Benefit) net of federal benefit	7.84%	4.86%
Earnings in jurisdictions taxed at rates different from the statutory U.S. federal tax rate	(0.39%)	0.36%
Permanent difference related to change in fair value of derivatives	1.37%	(1.91%)
Permanent difference related to change in fair value of convertible notes	3.44%	0.00%
Permanent difference related to interest expense on convertible notes	(4.40%)	0.00%
Return to Provision	1.17%	8.83%
Change in valuation allowance	97.73%	(31.84%)
Warrants issued on conversion	0.00%	(0.74%)
Reduction in Foreign Jurisdiction Tax Rate	(127.76%)	0.00%
Income Tax Provision/(Benefit)	0.00%	0.56%

Share-Based Compensation - Schedule of Share-Based Compensation Expense (Details) - USD ($)	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Total equity-based compensation	$ 0	$ 133,437	$ 30,509	$ 298,444	$ 275,418	$ 560,060
Research and Development Expense [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Total equity-based compensation	0	98,385	19,027	200,873	95,938	380,631
General and Administrative Expense [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Total equity-based compensation	$ 0	$ 35,052	$ 11,482	$ 97,571	$ 179,480	$ 179,429

Related Party Transactions and Shared Service Costs

6 Months Ended

12 Months Ended

Jun. 30, 2024

Dec. 31, 2023

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

On April 1, 2024, the Company and pH Pharma Co., Ltd entered into an administrative services agreement whereby pH Pharma Co., Ltd will perform investor relations services, functions and responsibilities on behalf of the Company in the Republic of Korea.

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

Related Party Transactions and Shared Service Costs

At the date of the Spin-Off, the Company and pH Pharma Co., Ltd entered into an administrative services and facilities agreement whereby pH Pharma Co., Ltd would perform services, functions and responsibilities for the Company. Under the agreement, the Company paid pH Pharma Co., Ltd $100,000 per month through August 30, 2022 and $15,000 per month from September 1, 2022 through February 28, 2023 based on the estimated value of the level of service to be performed. Additionally, the Company reimbursed pH Pharma Co., Ltd $3,000 per month in lease payments from the date of the Spin-Off through February 28, 2023. At December 31, 2023 and 2022, the amounts payable to pH Pharma Co., Ltd under this agreement totaled $309,534 and $426,673, respectively, included in accounts payable in the consolidated balance sheets. On January 31, 2024, the Company and pH Pharma Co., Ltd entered into a settlement agreement, settled the outstanding debt for a one-time payment of $85,000, resulting in a gain on debt extinguishment of $207,967, recognized during January 2024, and terminated the administrative services and facilities agreement.

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

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

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-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/1943274/2147477968/946-235-50-2

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/1943274/2147477968/946-235-50-2

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/1943274/2147479134/946-220-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/1943274/2147479134/946-220-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/1943274/2147479134/946-220-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

Property, Plant and Equipment [Abstract]

Assets

6 Months Ended

12 Months Ended

Jun. 30, 2024

Dec. 31, 2023

Assets

Prepaid and other current assets

Prepaid and other current assets consist of the following:


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

3. Assets

Prepaid and other current assets

Prepaid and other current assets consist of the following:


	December 31,
	2023		2022
Prepaid expenses	$	1,917,266	$	2,317,925
Other receivables		75,192		244,976
Prepaid and other current assets	$	1,992,458	$	2,562,901

Property and Equipment

Property and equipment consist of the following:


	December 31,
	2023			2022
Lab equipment	$	682,209		$	682,209
Leasehold improvements		41,578			41,578
Computer and office equipment		25,380			120,774
Computer software		3,725			3,725
Gross property and equipment	$	752,892		$	848,286
Less: accumulated depreciation		(599,784	)		(471,638	)
Net property and equipment	$	153,108		$	376,648

Depreciation expense was $144,045 and $151,873 for the years ended December 31, 2023 and 2022, respectively.

Leases

6 Months Ended

12 Months Ended

Jun. 30, 2024

Dec. 31, 2023

Leases [Abstract]

Leases

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

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

Rent expense for the three months ended June 30, 2024 and 2023 was $94,090 and $117,344, respectively. Rent expense for the six months ended June 30, 2024 and 2023 was $195,708 and $389,833, respectively.

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

Leases

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

In March 2023, the Company vacated, and returned possession of, the premises to the lessor. The Company is still responsible for the outstanding payments under the lease. As a result, the Company recognized an impairment loss of $3,513,999 on its operating right-of-use asset during the year ended December 31, 2023.

As of December 31, 2023, the Palo Alto Lease is in default and the operating lease liability of $4,439,235 is due on demand.

Rent expense, including an allocation of costs from pH Pharma Ltd and leases subject to the short-term lease exception, for the years ended December 31, 2023 and 2022 was $0.6 million and $0.9 million, respectively.

Quantitative information regarding the Company’s operating lease in Palo Alto for the year ended December 31, 2023 and 2022 is as follows:


	Year Ended December 31,
	2023			2022
Operating cash flows paid for amounts included in the measurement of lease liabilities	$	177,111		$	786,563
Operating lease liabilities arising from obtaining right of use assets	$	-		$	4,189,492
Weighted-average remaining lease terms (years)		1.0			4.3
Weighted-average discount rate		10.0	%		10.0	%

Debt - Additional Information (Details 1)									1 Months Ended								2 Months Ended	3 Months Ended			6 Months Ended		12 Months Ended
Debt - Additional Information (Details 1)	Dec. 31, 2024 USD ($) $ / shares	Dec. 18, 2023 USD ($)	Nov. 01, 2023 USD ($)	Oct. 31, 2023	Apr. 28, 2023 USD ($) $ / shares shares	Apr. 05, 2023 USD ($)	Nov. 01, 2022 USD ($) shares	Oct. 25, 2022	Dec. 31, 2023 USD ($) $ / shares	Nov. 30, 2023	Apr. 30, 2023 USD ($) shares	Mar. 31, 2023 USD ($)	Nov. 30, 2022 Days	Sep. 30, 2022 USD ($) $ / shares shares	Aug. 31, 2021	May 31, 2021	Feb. 29, 2024 USD ($)	Jun. 30, 2024 USD ($) $ / shares	Jun. 30, 2023 USD ($) $ / shares	Sep. 30, 2022 USD ($) $ / shares shares	Jun. 30, 2024 USD ($) $ / shares	Jun. 30, 2023 USD ($) $ / shares	Dec. 31, 2023 USD ($) $ / shares	Dec. 31, 2022 USD ($) $ / shares	Jan. 31, 2024 USD ($)	Jan. 01, 2024 USD ($)
Short-Term Debt [Line Items]
Interest rate												5.00%			1.00%	1.00%
Debt Instrument, Issued, Principal					$ 448,940
Exchange Of Related Party Loans For Convertible Notes																					$ 0	$ 1,130,775	$ 1,130,775	$ 0
Fair value adjustment to long-term convertible notes payable																							0	(1,186,800)
Conversion of loan, shares \| shares														50,273
Loan, maturity date												Dec. 31, 2023			Jul. 31, 2022	May 31, 2022
Loss on extinguishment of debt						$ 13,000												$ 0	$ (1,014,368)		$ 0	(1,014,368)	$ (15,490)	(467,073)
Conversion price per share \| $ / shares														$ 10						$ 10
Exercise price of warrants \| $ / shares									$ 4.97									$ 6.46			$ 6.46		$ 4.97
Warrants issued (in shares) \| shares														46,754						46,754
Share based combensation expense																		$ 0	$ 133,437		$ 30,509	298,444	$ 275,418	560,060
Change in fair value of warrant liability																					$ 0	$ 187,857	(2,100,123)	75,000
Total premiums, taxes and fees financed			$ 631,993				$ 1,006,342
Payment of Convertible Notes																							$ 300,000	$ 0
Common Stock, Par or Stated Value Per Share (in Dollars per share) \| $ / shares	$ 0.0001								$ 0.0001									$ 0.0001			$ 0.0001		$ 0.0001	$ 0.0001
Expected volatility								28.10%													79.30%		79.30%	75.10%
Risk-free rate								4.00%													4.66%		4.66%	1.81%
Expected term (in years)								1 month 28 days													1 year		1 year	7 years
Commission paid					125,000						$ 125,000
Portion of Accrued interest					$ 26,830							$ 1,199
Derivative liability									$ 361,704									$ 1,853,694			$ 1,853,694		$ 361,704	$ 166,000
Annual interest rate			9.95%				7.20%			9.95%			7.20%
Insurance financing payable									631,993									$ 0			$ 0		631,993	$ 921,576
April 2023 Convertible Note Warrants [Member]
Short-Term Debt [Line Items]
Fair Value									$ 0														$ 0
Exercise price (in Dollars per share) \| $ / shares									$ 0.08									$ 0.08			$ 0.08		$ 0.08
Expected volatility																					74.90%		74.90%
Risk-free rate																					4.65%		4.65%
Expected term (in years)																					4 years 5 months 26 days		4 years 5 months 26 days
Private Placement Warrants [Member]
Short-Term Debt [Line Items]
Fair Value									$ 87,552									$ 87,552			$ 87,552		$ 87,552
Exercise price (in Dollars per share) \| $ / shares									$ 0.18									$ 0.01	$ 0.83		$ 0.01	$ 0.83	$ 0.18	$ 4.19
Expected volatility																					100.00%	45.50%	84.00%	30.00%
Risk-free rate																					4.52%	4.12%	4.01%	3.99%
Expected term (in years)																					3 years 4 months 2 days	4 years 4 months 2 days	3 years 10 months 2 days	4 years 10 months 2 days
April 2023 Conversion Feature Liability
Short-Term Debt [Line Items]
Fair Value									$ 0														$ 0			$ 0
Expected volatility																					66.50%		66.50%
Risk-free rate																					4.94%		4.94%
Expected term (in years)																					6 months		6 months
Derivative liability									560,436														$ 560,436
December 2023 Conversion Feature Liability [Member]
Short-Term Debt [Line Items]
Fair Value		$ 107,143
Derivative liability									400,000									$ 860,319			$ 860,319		$ 400,000
Fair value of derivative liability, Description																					At June 30, 2024, the fair value of the derivative liability related to the Automatic Conversion Feature was estimated at $860,319 by applying the probability of a business combination of 75% to the Automatic Discount of 43%.		The fair value of the derivative liability related to the Automatic Conversion Feature was estimated at $0.4 million by applying the probability of a business combination of 50% to the Automatic Discount of 43%.
PIPE Warrants [Member]
Short-Term Debt [Line Items]
Class of warrant or right issued \| shares							445,545
Warrants outstanding			$ 4,920
Venn License Agreement [Member]
Short-Term Debt [Line Items]
Interest expense																							$ 1,069	$ 2,737
Warrant Subscription Agreements [Member]
Short-Term Debt [Line Items]
Warrant To Purchase Shares of Common Stock \| shares					209,670						209,670
Common Stock, Par or Stated Value Per Share (in Dollars per share) \| $ / shares					$ 0.6
Insurance Financing Note [Member]
Short-Term Debt [Line Items]
Interest expense																		5,736	$ 7,608		$ 11,472	$ 15,216	3,824	22,823
2022 Pre-Business Combination Convertible Notes [Member]
Short-Term Debt [Line Items]
Loans Payable to Bank														$ 1,250,000						$ 1,250,000
Debt Instrument, Basis Spread on Variable Rate																				5.00%
Warrant coverage on common stock prior to the consummation of the business combination																				25.00%
Business combination exercise price \| $ / shares																				$ 0.01
Fair value adjustment to long-term convertible notes payable																				$ 1,186,800
Conversion of loan, shares \| shares																				126,306
Conversion price per share \| $ / shares														$ 10						$ 10
2022 Pre-Business Combination Convertible Notes [Member] \| PIPE Warrants [Member]
Short-Term Debt [Line Items]
Warrants issued (in shares) \| shares														117,466						117,466
2022 Pre-Business Combination Convertible Notes [Member] \| Maximum [Member]
Short-Term Debt [Line Items]
Warrant coverage on common stock																				93.00%
2022 Pre-Business Combination Convertible Notes [Member] \| Minimum [Member]
Short-Term Debt [Line Items]
Warrant coverage on common stock																				25.00%
November 2022 Convertible Notes [Member]
Short-Term Debt [Line Items]
Interest rate							8.00%
Interest expense																		0	41,250		$ 0	89,078
Loan, maturity date							Oct. 31, 2023						Oct. 31, 2023
Loss on extinguishment of debt																							998,878
Convertible notes							$ 1,512,500
Gross proceeds percentage				15.00%
Weighted average price of common stock				90.00%																	90.00%
Trading days \| Days													5
Embedded derivative fair value of derivative liability							165,000
Derivative liability fair value of collateral							$ 165,000
Amortization of debt discount premium																							137,802	27,198
Outstanding balance of convertible notes									378,622									378,622			$ 378,622		378,622	$ 1,374,698
Aggregate Principal amount																					350,000		350,000
Payment of Convertible Notes																							300,000
Portion of Accrued interest																					28,622		28,622
November 2022 Convertible Notes [Member] \| Scenario Forecast [Member]
Short-Term Debt [Line Items]
Interest rate	6.00%
Portion of Accrued interest	$ 378,622
November 2022 Convertible Notes [Member] \| Maximum [Member]
Short-Term Debt [Line Items]
Convertible notes			1,512,500
November 2022 Convertible Notes [Member] \| Minimum [Member]
Short-Term Debt [Line Items]
Convertible notes			$ 650,000
April 2023 Convertible Notes [Member]
Short-Term Debt [Line Items]
Interest rate					6.00%
Interest expense																		44,376	912,853		88,752	912,853	2,405,657
Debt instrument, exchange amount									$ 187,950								$ 250,600						$ 187,950		$ 250,600
Maturity term					5 years						5 years
Loan, maturity date					Oct. 28, 2023						Oct. 28, 2023
Conversion price per share \| $ / shares					$ 0.6
Exercise price of warrants \| $ / shares					$ 0.6
Percentage of the total number of shares of common stock received									1.00%														1.00%
Warrants outstanding									$ 2,111,308									1,908,073			1,908,073		$ 2,111,308
Change in fair value of warrant liability																							1,527,641
Amortization of debt discount premium																		0	892,461		0	892,461
Aggregate purchase amount of shares					$ 2,195,034						$ 2,195,034
Aggregate Principal amount																					1,775,034
Debt Instrument, Interest Rate During Period					10.00%						10.00%
Portion of Accrued interest																					133,039		96,274
Derivative liability																		560,436			560,436
April 2023 Convertible Notes [Member] \| April 2023 Convertible Note Warrants [Member]
Short-Term Debt [Line Items]
Fair Value					$ 1,527,640				$ 1,527,640									1,527,640			1,527,640		1,527,640
April 2023 Convertible Notes [Member] \| Private Placement Warrants [Member]
Short-Term Debt [Line Items]
Cash commission																							64,870
Amortization of debt discount premium																							87,552
April 2023 Convertible Notes [Member] \| April 2023 Conversion Feature Liability
Short-Term Debt [Line Items]
Fair Value					560,436
April 2023 Convertible Notes [Member] \| Warrant Subscription Agreements [Member]
Short-Term Debt [Line Items]
Aggregate Principal amount					$ 3,658,390						$ 3,658,390
December 2023 Convertible Notes [Member]
Short-Term Debt [Line Items]
Interest expense																		207,015			393,790		10,305
Debt Instrument, Issued, Principal																	738,000
Loan, maturity date									Dec. 18, 2024
Percentage of discount on issuance price									43.00%
Percentage of the total number of shares of common stock received									4.00%
Share based combensation expense																							0
Amortization of debt discount premium																		152,749			287,339
Outstanding balance of convertible notes									$ 857,097									1,857,352			1,857,352		$ 857,097
Aggregate Principal amount									$ 1,000,000								738,000
Debt Instrument, Interest Rate, Effective Percentage									10.00%														10.00%
Conversion Rate									70.00%
Commission paid									$ 83,600								$ 63,840
Portion of Accrued interest																					109,449
Fair value of derivative liability, Description									The fair value of the derivative liability related to the Automatic Conversion Feature was estimated by applying the probability of a business combination of 50% to the Automatic Discount of 43%.
December 2023 Convertible Notes [Member] \| Automatic Conversion Feature [Member]
Short-Term Debt [Line Items]
Derivative liability									$ 400,000									573,546			573,546		$ 400,000
December 2023 Convertible Notes [Member] \| Optional Conversion Feature [Member]
Short-Term Debt [Line Items]
Conversion Rate									90.00%
Derivative liability									$ 0									0			0		0
December 2023 Convertible Notes [Member] \| December 2023 Placement Agent [Member]
Short-Term Debt [Line Items]
Amortization of debt discount premium																							7,307
April 2023 Convertible Notes Under Related Party [Member]
Short-Term Debt [Line Items]
Interest expense																		28,269	32,147		56,539	32,147	115,335
Debt Instrument, Issued, Principal																					448,940
Loss on extinguishment of debt																							(1,014,368)
Amortization of debt discount premium																		0	$ 20,436		0	$ 20,436	61,309
Outstanding balance of convertible notes									1,130,775									1,241,340			1,241,340		1,130,775
Aggregate Principal amount																					1,130,775
Portion of Accrued interest																					110,565
April 2023 Convertible Notes Under Related Party [Member] \| April 2023 Convertible Note Warrants [Member]
Short-Term Debt [Line Items]
Class of warrant or right issued \| shares					1,884,625
Fair Value					$ 786,967				$ 300,000														$ 300,000
April 2023 Convertible Notes Under Related Party [Member] \| April 2023 Conversion Feature Liability
Short-Term Debt [Line Items]
Fair Value					288,710													$ 300,000			$ 300,000
Exercise price (in Dollars per share) \| $ / shares									$ 0.655									$ 0.655			$ 0.655		$ 0.655
Expected volatility																					66.50%		66.50%
Risk-free rate																					4.94%		4.94%
Expected term (in years)																					6 months		6 months
April 2023 Convertible Notes Under Related Party [Member] \| 2021 Founder Loans [Member]
Short-Term Debt [Line Items]
Debt Instrument, Issued, Principal																							$ 448,940
Portion of Accrued interest																					$ 26,830		26,830
April 2023 Convertible Notes Under Related Party [Member] \| March 2023 Founder Loan [Member]
Short-Term Debt [Line Items]
Debt Instrument, Issued, Principal																					250,000		250,000
Portion of Accrued interest																					1,199		1,199
April 2023 Convertible Notes Under Related Party [Member] \| Founder and Director[ Member]
Short-Term Debt [Line Items]
Exchange Of Related Party Loans For Convertible Notes					1,130,775
April 2023 Convertible Notes Under Related Party [Member] \| Venn License Agreement [Member]
Short-Term Debt [Line Items]
Debt Instrument, Issued, Principal																					400,000		400,000
Portion of Accrued interest					$ 3,806																3,806		3,806
December 2023 Convertible Notes Under Related Party [Member]
Short-Term Debt [Line Items]
Interest expense																		$ 38,547			75,572		5,227
Amortization of debt discount premium																		26,081			50,640
Outstanding balance of convertible notes									$ 396,303									$ 446,943			446,943		396,303
Portion of Accrued interest																					$ 26,713
December 2023 Convertible Notes Under Related Party [Member] \| December 2023 Placement Agent [Member]
Short-Term Debt [Line Items]
Amortization of debt discount premium																							$ 3,446
December 2023 Convertible Notes Under Related Party [Member] \| Founder and Director[ Member]
Short-Term Debt [Line Items]
Convertible notes		500,000
Aggregate Principal amount		$ 500,000

Fair Value of Financial Instruments - Summary of Changes In Level 3 Liabilities (Assets) Measured At Fair Value On Recurring Basis (Details) - USD ($)	3 Months Ended				12 Months Ended
	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning Balance		$ 361,704		$ 678,000	$ 678,000
Ending Balance	$ 1,853,694				361,704	$ 678,000
Level 3 [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning Balance		361,704		678,000	678,000
Ending Balance	1,853,694				361,704	678,000
Level 3 [Member] \| White Lion Derivative Liability [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning Balance	0	0	$ 0	1,000	1,000	0
Inception Date			0		0	1,900,000
Capital Contribution from Exercise of Warrants			0		0
Extinguishment of Debt					0
Capital Contribution from Reclassification of Warrants					0
Change in fair value	0	0	0	(1,000)	(1,000)	(1,899,000)
Ending Balance	0	0	0	0	0	1,000
Level 3 [Member] \| White Lion Derivative Liability [Member] \| Ignyte Sponsor LLC [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Business Combination with Ignyte						0
Level 3 [Member] \| White Lion Derivative Liability [Member] \| December 2023 Convertible Notes [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Issuance of Convertible Notes		0
Level 3 [Member] \| White Lion Derivative Liability [Member] \| May 2024 Convertible Notes [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Issuance of Convertible Notes	0
Level 3 [Member] \| Key Company Stockholder Forward Liability Asset [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning Balance	0	0	0	(13,000)	(13,000)	0
Inception Date			0		0	0
Capital Contribution from Exercise of Warrants			0		0
Extinguishment of Debt					0
Capital Contribution from Reclassification of Warrants					0
Change in fair value	0	0	0	13,000	13,000	(25,000)
Ending Balance	0	0	0	0	0	(13,000)
Level 3 [Member] \| Key Company Stockholder Forward Liability Asset [Member] \| Ignyte Sponsor LLC [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Business Combination with Ignyte						12,000
Level 3 [Member] \| Key Company Stockholder Forward Liability Asset [Member] \| December 2023 Convertible Notes [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Issuance of Convertible Notes		0
Level 3 [Member] \| Key Company Stockholder Forward Liability Asset [Member] \| May 2024 Convertible Notes [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Issuance of Convertible Notes	0
Level 3 [Member] \| Private Placement Warrants Liability [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning Balance	0	0	0	525,000	525,000	0
Inception Date			0		0	0
Capital Contribution from Exercise of Warrants			0		0
Extinguishment of Debt					0
Capital Contribution from Reclassification of Warrants					0
Change in fair value	0	0	0	(525,000)	(525,000)	75,000
Ending Balance	0	0	0	0	0	525,000
Level 3 [Member] \| Private Placement Warrants Liability [Member] \| Ignyte Sponsor LLC [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Business Combination with Ignyte						450,000
Level 3 [Member] \| Private Placement Warrants Liability [Member] \| December 2023 Convertible Notes [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Issuance of Convertible Notes		0
Level 3 [Member] \| Private Placement Warrants Liability [Member] \| May 2024 Convertible Notes [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Issuance of Convertible Notes	0
Level 3 [Member] \| November 2022 Convertible Note Liability [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning Balance	0	0	165,000	165,000	165,000	0
Inception Date			0		0	165,000
Capital Contribution from Exercise of Warrants			0		0
Extinguishment of Debt					(165,000)
Capital Contribution from Reclassification of Warrants					0
Change in fair value	0	0	0	0	0	0
Ending Balance	0	0	165,000	165,000	0	165,000
Level 3 [Member] \| November 2022 Convertible Note Liability [Member] \| Ignyte Sponsor LLC [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Business Combination with Ignyte						0
Level 3 [Member] \| November 2022 Convertible Note Liability [Member] \| December 2023 Convertible Notes [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Issuance of Convertible Notes		0
Level 3 [Member] \| November 2022 Convertible Note Liability [Member] \| May 2024 Convertible Notes [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Issuance of Convertible Notes	0
Level 3 [Member] \| April 2023 Conversion Feature Liability
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning Balance	0	0	0	0	0	0
Inception Date			849,146		849,146	0
Capital Contribution from Exercise of Warrants			0		0
Extinguishment of Debt					0
Capital Contribution from Reclassification of Warrants					0
Change in fair value	0	0	548,233	0	(849,146)	0
Ending Balance	0	0	1,397,379	0	0	0
Level 3 [Member] \| April 2023 Conversion Feature Liability \| Ignyte Sponsor LLC [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Business Combination with Ignyte						0
Level 3 [Member] \| April 2023 Conversion Feature Liability \| December 2023 Convertible Notes [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Issuance of Convertible Notes		0
Level 3 [Member] \| April 2023 Conversion Feature Liability \| May 2024 Convertible Notes [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Issuance of Convertible Notes	0
Level 3 [Member] \| April 2023 Convertible Notes Warrants Liability [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning Balance	0	0	0	0	0	0
Inception Date			2,402,161		2,402,160	0
Capital Contribution from Exercise of Warrants			(244,261)		(761,568)
Extinguishment of Debt					0
Capital Contribution from Reclassification of Warrants					(65,469)
Change in fair value	0	0	712,857	0	(1,575,123)	0
Ending Balance	0	0	2,870,757	0	0	0
Level 3 [Member] \| April 2023 Convertible Notes Warrants Liability [Member] \| Ignyte Sponsor LLC [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Business Combination with Ignyte						0
Level 3 [Member] \| April 2023 Convertible Notes Warrants Liability [Member] \| December 2023 Convertible Notes [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Issuance of Convertible Notes		0
Level 3 [Member] \| April 2023 Convertible Notes Warrants Liability [Member] \| May 2024 Convertible Notes [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Issuance of Convertible Notes	0
Level 3 [Member] \| December 2023 Conversion Feature Liability [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning Balance	688,255	361,704	0	0	0	0
Inception Date			0		361,704	0
Capital Contribution from Exercise of Warrants			0		0
Extinguishment of Debt					0
Capital Contribution from Reclassification of Warrants					0
Change in fair value	172,064	114,709	0	0	0	0
Ending Balance	860,319	688,255	0	0	361,704	0
Level 3 [Member] \| December 2023 Conversion Feature Liability [Member] \| Ignyte Sponsor LLC [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Business Combination with Ignyte						0
Level 3 [Member] \| December 2023 Conversion Feature Liability [Member] \| December 2023 Convertible Notes [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Issuance of Convertible Notes		211,842
Level 3 [Member] \| December 2023 Conversion Feature Liability [Member] \| May 2024 Convertible Notes [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Issuance of Convertible Notes	0
Level 3 [Member] \| May 2024 Conversion Feature Liability [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning Balance	0	0	0	0	0
Inception Date			0
Capital Contribution from Exercise of Warrants			0
Change in fair value	66,225	0	0	0
Ending Balance	993,375	0	$ 0	0	0	0
Level 3 [Member] \| May 2024 Conversion Feature Liability [Member] \| December 2023 Convertible Notes [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Issuance of Convertible Notes		0
Level 3 [Member] \| May 2024 Conversion Feature Liability [Member] \| May 2024 Convertible Notes [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Issuance of Convertible Notes	$ 927,150
Level 3 [Member] \| Forward Share Purchase Liability [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning Balance		$ 0		$ 0	0	0
Inception Date					0	0
Capital Contribution from Exercise of Warrants					0
Extinguishment of Debt					0
Capital Contribution from Reclassification of Warrants					0
Change in fair value					0	(68,110)
Ending Balance					$ 0	0
Level 3 [Member] \| Forward Share Purchase Liability [Member] \| Ignyte Sponsor LLC [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Business Combination with Ignyte						$ 68,110

Summary of Significant Accounting Policies - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Details)	12 Months Ended
	Dec. 31, 2023 USD ($)
Assets Acquired
Cash - Ignyte Trust and Cash, Net of Redemptions	$ 3,538,766
Plus: restricted cash - Forward Share Purchase Agreement	4,551,750
Other assets	692,487
Assets acquired	8,783,003
Liabilities Assumed
Fair value of private warrants	450,000
Derivative liability on Forward Share Purchase Agreement	80,110
Other liabilities and accrued expenses	3,944,592
Liabilities assumed	4,474,702
Net assets acquired	$ 4,308,301

Summary of Significant Accounting Policies

6 Months Ended

12 Months Ended

Jun. 30, 2024

Dec. 31, 2023

Summary of Significant Accounting Policies

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

Unaudited Financial Information

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

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

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

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

Use of Estimates

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

Restricted Cash

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

Impairment of Long-lived Assets

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

Net Loss Per Share

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

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

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

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


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

Recently Adopted Accounting Standards

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

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

Recently Issued Accounting Standards Not Yet Adopted

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

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

Summary of Significant Accounting Policies

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. All intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates

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

Basis of Presentation Prior to Spin-Off

The financial results prior to the Spin-Off, were extracted from the accounting records of pH Pharma Ltd. on a carve-out basis. The historical results of operations, financial position, and cash flows may not be indicative of what such results of operations, financial position, and cash flows would have been had the Company been a separate standalone entity, nor are they indicative of what the results of operations, financial position and cash flows may be in the future.

The carve-out financial position and results reflect assets, liabilities, revenue, and expenses that are directly attributable to the Company, including the assets, liabilities, revenue and expenses of the PHP-303 and PH-1 ADC Platform programs. The majority of the Company’s operating expenses related to research and development (“R&D”). R&D expenses directly related to the Company were entirely attributed to the Company in the carve-out consolidated financial statements. R&D salaries, wages and benefits were allocated to the Company using methodologies based on the proportionate share of R&D expenses for the PHP-303 and PH-1 ADC Platform programs compared to the R&D expenses for pH Pharma Ltd as a whole prior to the Spin-Off. The Company was also receiving services and support from other functions of pH Pharma Ltd. The Company’s operations were dependent upon the ability of these other functions to provide these services and support. The costs associated with these services and support were allocated to the Company using methodologies based on the proportionate share of R&D expenses for the PHP-303 and PH-1 ADC Platform programs compared to the total R&D expenses and certain administrative expenses for pH Pharma Ltd as a whole. These allocated costs were primarily related to corporate administrative expenses, non-R&D employee related costs, including salaries and other benefits, for corporate and shared employees, and other expenses for shared assets for the following functional groups: information technology, legal, accounting and finance, human resources, facilities, and other corporate and infrastructural services. These allocated costs were primarily recorded as R&D expenses and general and administrative (“G&A”) expenses in the statements of operations and comprehensive loss.

The assets and liabilities excluded from the accompanying carve-out consolidated financial statements consist of:

•

Cash provided by pH Pharma Ltd to fund operations. pH Pharma Ltd used a centralized approach to cash management and financing of its operations. Accordingly, only the cash and restricted cash residing in pH Pharma, Inc., a 100% owned U.S. subsidiary of pH Pharma Ltd, has been reflected in the carve-out consolidated financial statements.

•

Other assets and liabilities at pH Pharma Ltd which are not directly related to, or are not specifically owned by, or are not commitments, of the Company, including fixed assets and leases shared by the Company with other businesses of pH Pharma Ltd.

The Company believes the assumptions and allocations underlying the carve-out financial statements were reasonable and appropriate under the circumstances.

The following activity was extracted from the accounting records of pH Pharma Ltd. on a carve-out basis for the period from January 1, 2022 to March 1, 2022:


	Year Ended December 31,
	2022
Corporate allocations
Research and development	$	482,160
Selling, general and administrative		72,345
Accounts payable and general financing activities		809,469
Net increase in contributions from member	$	1,363,974

Accounting for Ignyte Business Combination

The Ignyte Business Combination was accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, Ignyte is treated as the “acquired” company and Peak Bio Ltd is treated as the acquirer for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Peak Bio Ltd issuing stock for the net assets of Ignyte, accompanied by a recapitalization. The net assets of Ignyte were stated at historical cost, with no goodwill or other intangible assets recorded. Peak Bio Ltd was determined to be the accounting acquirer based on the following predominant factors:

•

Peak Bio’s shareholders have the largest portion of voting rights in the Company;

•

the Board and Management are primarily composed of individuals associated with Peak Bio;

•

the operations of Peak Bio comprise the ongoing operations of the Company.

The consolidated assets, liabilities and results of operations prior to the Ignyte Business Combination are those of Peak Bio Ltd. At the closing date, and subject to the terms and conditions of the Business Combination Agreement, each share of Peak Bio Ltd.'s common stock, par value $0.0001 per share, was converted into Ignyte common stock equal to 2.0719 (the "Exchange Ratio"). The shares and corresponding capital amounts and losses per share prior to the Business Combination have been retroactively restated to reflect the effect of the conversion based on the Exchange Ratio.

The following table details the number of outstanding shares of common stock of the combined Company immediately following the consummation of the Ignyte Business Combination:


	Shares
Common stock redeemable and outstanding prior to business combination on September 30, 2022		5,750,000
Less: redemption of Ignyte shares		(5,159,287	)
Common stock of Ignyte		590,713
Ignyte founder shares		1,537,500
Shares issued for services and debt settlement		106,150
Total Ignyte shares		2,234,363
Peak Bio shareholders		17,295,044
Total shares of common stock immediately after business combination on November 1, 2022		19,529,407

The following table provided the detail of the proceeds from completion of Ignyte business combination in the consolidated statement of cash flows for the year ended December 31, 2022:


	Recapitalization
Cash - Ignyte trust and cash, net of redemptions and PIPE proceeds	$	13,766
Plus: restricted cash - Forward Share Purchase Agreement		4,551,750
Less: cash transaction costs allocated to the Company's equity		(655,141	)
Total	$	3,910,375

The following table reconciles the elements of the Business Combination to the consolidated statement of changes in stockholders' deficit for the year ended December 31, 2022:


	Recapitalization
Cash - Ignyte trust and cash, net of redemptions and PIPE proceeds	$	13,766
Plus: restricted cash - Forward Share Purchase Agreement		4,551,750
Less: fair value of private warrants		(450,000	)
Less: derivative liability on Forward Share Purchase Agreement		(80,110	)
Less: transaction costs allocated to the Company's equity		(3,907,245	)
Total	$	128,161

The following table details the allocated assets acquired and liabilities assumed from Ignyte at the Closing Date:


Assets Acquired
Cash - Ignyte trust and cash, net of redemptions	$	3,538,766
Plus: restricted cash - Forward Share Purchase Agreement		4,551,750
Other assets		692,487
Assets acquired		8,783,003
Liabilities Assumed
Fair value of private warrants		450,000
Derivative liability on Forward Share Purchase Agreement		80,110
Other liabilities and accrued expenses		3,944,592
Liabilities assumed		4,474,702
Net assets acquired	$	4,308,301

Segment Information

Operating and reportable segments (referred to as “segments”) reflect the way the Company is managed and for which separate financial information is available and evaluated regularly by the Company’s chief operating decision maker (“CODM”) in deciding how to allocate resources and assess performance. Our chief executive officer, who is our CODM, views the Company’s operations and manages its business in one operating segment, focused on the discovery and development of innovative therapies for multiple therapeutic areas.

Fair Value Measurements

The Company records certain liability balances under the fair value measurements as defined by the FASB guidance. Current FASB fair value guidance emphasizes that fair value is a market-based measurement, not an entity-specific measurement. Therefore, a fair value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, current FASB guidance establishes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions that market participants would use in pricing assets or liabilities (unobservable inputs classified within Level 3 of the hierarchy).

Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at measurement date.

Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability (other than quoted prices), such as interest rates, foreign exchange rates, and yield curves that are observable at commonly quoted intervals.

Level 3 inputs are unobservable inputs for the asset or liability, which is typically based on an entity’s own assumptions, as there is little, if any, related market activity. In instances where the determination of the fair value measurement is based on inputs

from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.

Restricted Cash

Restricted cash included $60,000, as of December 31, 2023 and 2022, in a restricted bank account established to secure the Company’s credit cards.

Restricted cash included approximately $177,000, as of December 31, 2022, deposited to secure a letter of credit in the same amount, established in lieu of a lease deposit for the Palo Alto Lease (Note 7). This secured lease deposit was applied against unpaid lease payments due during the year ended December 31, 2023.

Currency and currency translation

The consolidated financial statements are presented in U.S. dollars, the Company’s reporting currency. The functional currency of Peak Bio CA, Inc. is the U.S. dollar. The functional currency of Peak Bio Co., Ltd is the Korean Won. Adjustments that arise from exchange rate changes on transactions of each group entity denominated in a currency other than the functional currency are included in other income and expense in the consolidated statements of operations. Assets and liabilities of Peak Bio Co., Ltd are recorded in their Korean Won functional currency and translated into the U.S. dollar reporting currency of the Company at the exchange rate on the balance sheet date. Revenue, when recorded, and expenses of Peak Bio Co., Ltd are recorded in their Korean Won functional currency and translated into the U.S. dollar reporting currency of the Company at the average exchange rate prevailing during the reporting period. Resulting translation adjustments are recorded to other comprehensive income (loss).

Concentration of credit risk

The Company maintains its cash balances in the form of business checking accounts and money market accounts in the U.S., the balances of which, at times, may exceed federally insured limits. The Federal Deposit Insurance Corporation (“FDIC”) insurance coverage limit is $250,000 per depositor, per FDIC-insured bank, per ownership category. Exposure to credit risk is reduced by placing such deposits in high credit quality federally insured financial institutions. Although the Company currently believes that the financial institutions with whom it does business will be able to fulfill their commitments to the Company, there is no assurance that those institutions will be able to continue to do so. The Company has not experienced any credit losses associated with its balances in such accounts for the years ended December 31, 2023 and 2022.

Prepaid expenses and Other Current Assets

Prepaid expenses and other current assets includes other receivables. Other receivables 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 counter parties and monitors economic conditions to identify facts and circumstances that may indicate its receivables are at risk of collection.

Property and Equipment

Property and equipment are stated at cost, less accumulated depreciation. Depreciation is calculated over the estimated useful lives of the respective assets, which range from two to five years, or the lesser of the related initial term of the lease or useful life for leasehold improvements.

The initial cost of property and equipment consists of its purchase price and any directly attributable costs of bringing the asset to its working condition and location for its intended use. Expenditures incurred after the assets have been put into operation, such as repairs and maintenance, are charged to expense in the period in which the costs are incurred. Major replacements, improvements, and additions are capitalized in accordance with Company policy.

Impairment of Long-lived Assets

Long-lived assets consist primarily of property and equipment, and operating right-of-use assets. The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset is not recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the asset exceeds the fair value of the assets. Fair value would be assessed using discounted cash flows or other appropriate measures of fair value. The Company recognized an impairment loss on its operating right-of-use assets, totaling $3,513,999 during the year ended December 31, 2023 (see Note 7). No impairment losses were recognized during the year ended December 31, 2022.

Derivative Instruments

The Company issued warrants to its investors and accounts for warrant instruments as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the warrants and applicable authoritative guidance in ASC 480 and ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, “Distinguishing Liabilities from Equity” (“ASC 480”), meet the definition of a liability pursuant to ASC 480, and meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own stock and whether the holders of the warrants could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification.

The Key Company Stockholder Forward Purchase Liability entered into on April 28, 2022 resulted in the Company holding a put option on shares to be purchased. The Forward Share Purchase Agreement entered into on October 22, 2022 resulted in the Company holding a put option on shares to be purchased. The White Lion Purchase Agreement includes an embedded put option and an embedded forward option (see Note 11). Pursuant to ASC 815, these instruments meet the definition of a derivative and accordingly were recognized at fair value and are remeasured at fair value at each period end.

Grant Revenue

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

Grants awarded to the Company 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 grant revenue based on the reimbursable costs that are incurred due the period, up to pre-approved award limits. The expenses associated with these reimbursements are reflected as a component of research and development expense in the accompanying consolidated statements of operations and comprehensive loss. For the years ended December 31, 2023 and 2022, the Company recognized grant revenue of approximately $0.4 million and $0.6 million, respectively.

Research and Development Expenses

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

General and Administrative Costs

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

Share-based Compensation

The Company accounts for stock option awards in accordance with ASC 718, Compensation-Stock Compensation (“ASC 718”). The estimated grant date fair value of the stock option awards are recognized as compensation expense over the requisite service period of the awards (usually the vesting period) on a straight-line basis The Company estimates the fair value of each stock-based award on the date of grant using the Black-Scholes option pricing model. The Black-Scholes option pricing model incorporates various assumptions, such as the value of the underlying common stock, the risk-free interest rate, expected volatility, expected dividend yield, and expected life of the options. Expected volatility is based on the historical volatility of a publicly traded set of peer companies. The Company’s historical share option exercise experience does not provide a reasonable basis upon which to estimate an expected term because of a lack of sufficient data. Therefore, the Company estimates the expected term by using the simplified method, which calculates the expected term as the average of the time-to-vesting and the contractual life of the options. The risk-free interest rate is based on U.S. Treasury, zero-coupon issues with a remaining term equal to the expected life assumed at the date of grant (or modification, as applicable). Equity-based compensation expense is classified in the statements of operations in the same

manner in which the award recipients’ payroll costs or service payments are classified. Forfeitures are recognized as a reduction of stock-based compensation expense as they occur.

The following weighted average assumptions were used in determining the fair value of stock options modified during the year ended December 31, 2023:


	Year Ended December 31,
		2023
Expected volatility			79.3	%
Risk-free interest rate			4.66	%
Expected term (in years)			1.0
Expected dividend yield			0	%

The following weighted average assumptions were used in determining the fair value of stock options during the year ended December 31, 2022:


	Year Ended December 31,
		2022
Expected volatility			75.1	%
Risk-free interest rate			1.81	%
Expected term (in years)			7.0
Expected dividend yield			0	%

Other Income

Other income consists primarily of funds related to shared research evaluation costs and employee retention tax credits received during the year ended December 31, 2023 and 2022.

Net Loss Per Share

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


	December 31,
	2023		2022
Common stock options		1,698,754		1,750,967
Common stock warrants		9,419,352		5,867,045
April 2023 Convertible Notes convertible into common stock		5,493,515		—

Income Taxes

Deferred income taxes reflect future tax effects of temporary differences between the tax and financial reporting basis of the Company’s assets and liabilities measured using enacted tax laws and statutory tax rates applicable to the periods when the temporary differences will affect taxable income. When necessary, deferred tax assets are reduced by a valuation allowance, to reflect realizable value, and all deferred tax balances are reported as long-term on the balance sheet. Accruals are maintained for uncertain tax positions, as necessary.

The Company uses a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken, or expected to be taken, in a tax return. The Company has elected to treat interest and penalties related to income taxes, to the extent they arise, as a component of income taxes.

The Company recognizes the tax benefits of uncertain tax positions only when the positions are “more likely than not” to be sustained assuming examination by tax authorities and determined to be attributed to the Company. The determination of attribution, if any, applies for each jurisdiction where the Company is subject to income taxes on the basis of laws and regulations of the jurisdiction. The application of laws and regulations is subject to legal and factual interpretation, judgment, and uncertainty. Tax laws and regulations themselves are subject to change as a result of changes in fiscal policy, changes in legislation, the evolution of regulations, and court rulings. Therefore, the actual liability of the various jurisdictions may be materially different from management’s estimate. As of December 31, 2023, and 2022 the Company has not recorded any amounts related to uncertain tax positions. 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.

Leases

The Company accounts for leases in accordance with ASC Topic 842, Leases (“ASC 842”). The Company determines the initial classification and measurement of its right-of-use assets and lease liabilities at the lease commencement date and, if modified, on the date of modification. The lease term includes any renewal options and termination options that the Company is reasonably certain to exercise. The present value of lease payments is determined by using the incremental borrowing rate determined by using the rate of interest that the Company would pay to borrow on a collateralized basis an amount equal to the lease payments for a similar term and in a similar economic environment.

Rent expense is recognized on a straight-line basis, over the reasonably assured lease term based on total lease payments and is included in operating expenses in the consolidated statements of operations and comprehensive loss.

The Company has elected the practical expedient to not separate lease and non-lease components. The Company has also elected not to record on the consolidated balance sheets a lease for which the term is 12 months or less and does not include a purchase option that the Company is reasonably certain to exercise.

Recently Adopted Accounting Standards

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses: Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). 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 adoption of ASU No. 2016-13 on January 1, 2023 did not have a material effect on the Company's consolidated financial statements.

Recently Issued Accounting Standards

In August 2020, the FASB issued ASU 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies the accounting for convertible instruments by removing major separation models required under current U.S. GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for such exception and simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for public business entities that meet the definition of a SEC filer, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The

Company adopted ASU 2020-06 on January 1, 2024 and the adoption did not have a material effect on the Company’s consolidated financial statements.

Assets (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2024

Dec. 31, 2023

Property, Plant and Equipment [Abstract]

Schedule of Prepaid And Other Current Assets

Prepaid and other current assets consist of the following:


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

Prepaid and other current assets

Prepaid and other current assets consist of the following:


	December 31,
	2023		2022
Prepaid expenses	$	1,917,266	$	2,317,925
Other receivables		75,192		244,976
Prepaid and other current assets	$	1,992,458	$	2,562,901

Summary of Property Plant and Equipment

Property and equipment consist of the following:


	December 31,
	2023			2022
Lab equipment	$	682,209		$	682,209
Leasehold improvements		41,578			41,578
Computer and office equipment		25,380			120,774
Computer software		3,725			3,725
Gross property and equipment	$	752,892		$	848,286
Less: accumulated depreciation		(599,784	)		(471,638	)
Net property and equipment	$	153,108		$	376,648

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($)	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Revenue
Revenue	$ 0	$ 0	$ 0	$ 13,854	$ 367,877	$ 607,681
Operating expenses
Research and development	108,643	371,154	178,912	1,084,260	1,627,389	3,924,253
General and administrative	1,281,985	2,299,058	3,416,544	5,303,880	8,292,072	8,531,276
Impairment loss on operating right-of-use asset	0	0	0	3,513,999	3,513,999	0
Total operating expenses	1,390,628	2,670,212	3,595,456	9,902,139	13,433,460	12,455,529
Operating loss	(1,390,628)	(2,670,212)	(3,595,456)	(9,888,285)	(13,065,583)	(11,847,848)
Other income (expense)
Interest income	1	20	3	26	43	2,114
Interest expense	(448,962)	(998,548)	(772,102)	(1,059,934)	(2,728,101)	(47,958)
Change in fair value of convertible notes					0	(1,186,800)
Change in fair value of warrant liability	0	(712,857)	0	(187,857)	2,100,123	(75,000)
Change in fair value of derivative liability	(238,289)	(548,233)	(352,998)	(560,233)	837,146	92,110
Other (expense) income	11	(29)	18	(409)	45,945	367,738
Cancellation of trade liability	0	0	207,967	0
Loss on extinguishment of debt	0	(1,014,368)	0	(1,014,368)	(15,490)	(467,073)
Total other income (expense), net	(687,239)	(3,274,015)	(917,112)	(2,822,775)	239,666	(1,314,869)
Loss before income tax expense					(12,825,917)	(13,162,717)
Income tax benefit	0	0	0	0	0	74,000
Net loss	(2,077,867)	(5,944,227)	(4,512,568)	(12,711,060)	(12,825,917)	(13,088,717)
Other comprehensive income (loss):
Foreign currency translation	15,720	10,366	48,305	81,942	64,110	(58,925)
Total comprehensive loss	$ (2,062,147)	$ (5,933,861)	$ (4,464,263)	$ (12,629,118)	$ (12,761,807)	$ (13,147,642)
Weighted average number of shares outstanding, basic (in Shares)	23,124,888	20,254,118	23,124,888	20,047,100	21,175,668	17,711,842
Basic net loss per share (in Dollars per share)	$ (0.09)	$ (0.29)	$ (0.2)	$ (0.63)	$ (0.61)	$ (0.74)
Weighted average number of shares outstanding, Diluted	23,124,888	20,254,118	23,124,888	20,047,100	21,175,668	17,711,842
Diluted net loss per share (in Dollars per share)	$ (0.09)	$ (0.29)	$ (0.2)	$ (0.63)	$ (0.61)	$ (0.74)

Cover Page	Sep. 06, 2024
Document Information Line Items
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 06, 2024
Entity File Number	001-36288
Entity Registrant Name	Akari Therapeutics, Plc
Entity Central Index Key	0001541157
Entity Tax Identification Number	98-1034922
Entity Incorporation, State or Country Code	X0
Entity Address, Address Line One	22 Boston Wharf Road FL 7
Entity Address, City or Town	Boston
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02210
City Area Code	929
Local Phone Number	274-7510
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
ADR [Member]
Document Information Line Items
Title of 12(b) Security	American Depositary Shares, each representing 2,000 Ordinary Shares
Trading Symbol	AKTX
Security Exchange Name	NASDAQ
Ordinary Shares, par value $0.0001 per share [Member]
Document Information Line Items
Title of 12(b) Security	Ordinary Shares, par value $0.0001 per share*
No Trading Symbol Flag	true

Accrued Expenses

6 Months Ended

12 Months Ended

Jun. 30, 2024

Dec. 31, 2023

Accrued Liabilities, Current [Abstract]

Accrued Expenses

Accrued expenses consist of the following:


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

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

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

Accrued Expenses

Accrued expenses consist of the following:


	December 31,
	2023		2022
Professional Fees	$	43,552	$	608,846
Accrued compensation		3,322,454		1,364,142
Other		210,762		65,303
Total accrued expenses	$	3,576,768	$	2,038,291

During the year ended December 31, 2023, the Company recorded a liability of $3,038,399 for unpaid compensation due to current and former directors and officers, of which $2,807,749 is included in accrued expenses and $230,650 is included in other noncurrent liabilities.

During the year ended December 31, 2022, the Company recorded a liability of $1,885,843 for unpaid compensation due to current and former directors and officers, of which $1,095,043 is included in accrued expenses and $790,800 is included in other noncurrent liabilities.

Other noncurrent liabilities of $790,800, as noted above, solely related to the founder and director's employment contract dated January 2022 for forwent salary that is repayable over four years. Amounts repayable within one year are classified as accrued expenses and amounts repayable in more than one year are recognized as noncurrent liabilities. During the year ended December 31, 2023, $560,150 was reclassified from other noncurrent liabilities to accrued expenses.

CONDENSED CONSOLIDATED BALANCE SHEETS (Parentheticals) - $ / shares	Jun. 30, 2024	Dec. 31, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Preferred Stock, Par or Stated Value Per Share (in Dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001
Preferred Stock, Shares Authorized	10,000,000	10,000,000	10,000,000
Preferred Stock, Shares Issued		0	0
Preferred Stock, Shares Outstanding	0	0	0
Common Stock, Par or Stated Value Per Share (in Dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001
Common Stock, Shares Authorized	60,000,000	60,000,000	60,000,000
Common Stock, Shares, Issued	23,124,888	23,124,888	21,713,248
Common Stock, Shares, Outstanding	23,124,888	23,124,888	19,782,747

Private Placement (Details) - $ / shares	Dec. 29, 2022	Oct. 25, 2022
Private Placement (Details) [Line Items]
Share Price	$ 10.115	$ 13.05

Initial Public Offering (Details) - $ / shares	Dec. 31, 2023	Dec. 29, 2022	Oct. 25, 2022
Initial Public Offering (Details) [Line Items]
Initial public offering per share (in Dollars per share)		$ 10.115	$ 13.05
Warrant redemption price per share	$ 0.01
Last sale price of Common Stock	$ 18

Summary of Significant Accounting Policies (Policies)

6 Months Ended

12 Months Ended

Jun. 30, 2024

Dec. 31, 2023