0001437749-24-010064 | 10-K | XBRL Viewer

Income Tax Disclosure [Text Block]

13. Income Taxes

A reconciliation of income tax benefit at the statutory federal income tax rate and income taxes as reflected in the financial statements as of December 31, 2023 and 2022:

Rate reconciliation:	2023			2022
Federal tax benefit at statutory rate		21.0	%		21.0	%
State tax, net of federal benefit		6.3	%		8.0	%
Change in convertible debt		52.8	%		-8.6	%
Research & Development credit		17.1	%		1.2	%
Change in valuation allowance		-95.9	%		-15.8	%
Share-based compensation		-1.0	%		0.0	%
Other		-0.3	%		-5.8	%
Total provision		0.0	%		0.0	%

Deferred tax assets and liabilities are determined based on the differences between the financial statement carrying amounts and tax bases of assets and liabilities using enacted tax rates in effect for years in which differences are expected to reverse.

Significant components of the Company's deferred tax assets for federal income taxes as of December 31, 2023 and December 31, 2022 consisted of the following:

	2023			2022
Deferred tax assets:
Net operating loss	$	10,495,881		$	10,977,455
Research and development credits		708,443			354,283
Capitalized research expenditures		2,271,853			259,749
Stock-based compensation		567,473			514,654
Reserves and accruals		-			105,399
Intangibles		223,548			262,872
Gross deferred tax assets		14,267,198			12,474,412
Less valuation allowance		(14,100,543	)		(12,474,412	)
Total deferred tax assets		166,655			-

Deferred tax liabilities:
Prepaids	$	(166,655	)	$	-
Gross deferred tax liabilities		(166,655	)		-
Deferred tax assets, net	$	-		$	-

The Company does not have unrecognized tax benefits as of December 31, 2023 or December 31, 2022. The Company recognizes interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense.

In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred assets will be realized. The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Evaluating the need for a valuation allowance for deferred tax assets often requires judgment and analysis of all the positive and negative evidence available, including cumulative losses in recent years and projected future taxable income, to determine whether all or some portion of the deferred tax assets will not be realized. As of December 31, 2023, the Company has utilized a full valuation allowance to offset the net deferred tax assets as the Company believes it is not more likely than not that the net deferred tax assets will be fully realizable. The valuation allowance increased by $1.6 million during the year ended December 31, 2023.

As of December 31, 2023, the Company had NOL carryforwards of approximately $38.9 million and $37.0 million for federal and state tax purposes, respectively. Federal NOL carryforwards will not expire and state NOL carryforwards will begin to expire in 2038, if not utilized. The TCJA enacted on December 22, 2017 limits a taxpayer’s ability to utilize NOL deduction in a year to 80% taxable income for federal net operating losses arising in tax years beginning after 2017, however, federal NOLs post 2017, are now indefinite lived.

As of December 31, 2023, the Company also had federal and state research credit carryforwards of $0.6 million and $0.1 million, respectively. The federal and state research credits will begin to expire in 2038 and 2034, respectively.

Generally, utilization of the NOL carryforwards and credits may be subject to an annual limitation due to the ownership change limitations provided by Section 382 of the Code, which provides for limitations on NOL carryforwards and certain built-in losses following ownership changes, and Section 383 of the Code, which provides for special limitations on certain excess credits, as well as similar state provisions. Accordingly, the Company’s ability to utilize NOL carryforwards may be limited as the result of such an “ownership change.” A formal Section 382 study was performed through December 31, 2023 which resulted concluded there have been no historical section 382 ownership changes, thus the NOL carryforwards are not be subject to an annual limitation. With respect to Diffusion, the Company deems the historical Diffusion tax attributes (NOLs/Credits) are unusable due to the IRC Section 382 limitation. ASC 740-10-25 states that a “write off might be appropriate if there is only a remote likelihood that the entity will utilize the carryforward (i.e. NOL), it is acceptable for the entity to write off the deferred tax assets against the valuation allowance, thereby eliminating the need to disclose the gross amounts. As such, the Company has written off these attributes.

The Company files federal and state income tax returns in jurisdictions with varying statutes of limitations. Due to its NOL carryforwards, the Company’s income tax returns generally remain subject to examination by federal and state tax authorities. The Company is currently not subject to any income tax audits by federal or state taxing authorities. The statute of limitations for tax liabilities for all years remains open.

The Company uses the “more likely than not” criterion for recognizing the income tax benefit of uncertain income tax positions and establishing measurement criteria for income tax benefits. The Company has evaluated the impact of these positions and believes that its income tax filing positions and deductions will be sustained upon examination. Accordingly, no reserves for uncertain income tax positions or related accruals for interest and penalties have been recorded as of December 31, 2023 and 2022.

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

+ References

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

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

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

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

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

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

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

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

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

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

+ Details

Note 3 - Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2023

Significant Accounting Policies [Text Block]

3. Summary of Significant Accounting Policies

Basis of presentation

The consolidated financial statements have been prepared in conformity with US GAAP as defined by the FASB.

Consolidation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

Use of estimates

The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, grant revenue, expenses, and related disclosures. On an ongoing basis, the Company’s management evaluates its estimates, including estimates related to money market accounts, clinical trial accruals, stock-based compensation expense, grant revenue, Convertible Notes, and expenses during the reporting period. The Company bases its estimates on historical experience and other market-specific or relevant assumptions that it believes to be reasonable under the circumstances. Actual results may differ significantly from those estimates or assumptions.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk are primarily cash and cash equivalents. The Company maintains its cash and cash equivalent balances with financial institutions that management believes are creditworthy. The Company has no financial instruments with off-balance-sheet risk of loss. The Company has not experienced any losses in such accounts.

Cash and Cash Equivalents

The Company considers all highly liquid investments with original maturities of 90 days or less at the date of purchase to be cash and cash equivalents. Cash equivalents, which consist of amounts invested in money market funds, are stated at fair value. There are no unrealized gains or losses on the money market funds for the years ended December 31, 2023 and 2022.

Fair Value of Financial Instruments

The Company’s financial instruments consist primarily of cash and cash equivalents, accounts payable, previously outstanding Convertible Notes and accrued liabilities. The Company’s cash and cash equivalents, accounts payable and accrued liabilities approximate fair value due to their relatively short maturities. The Company determined the fair value of the Convertible Notes as described in Note 9. In connection with the consummation of the Merger (Note 4) on August 16, 2023, the Convertible Notes were converted into EIP Common Stock which was subsequently converted into the right to exchange such shares of EIP Common Stock for shares of the Company’s common stock.

The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines the fair value of its financial instruments based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels:

Level 1 – Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date;

Level 2 – Inputs are observable, unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities; and

Level 3 – Unobservable inputs that are significant to the measurement of the fair value of the assets or liabilities that are supported by little or no market data.

The following table presents the Company’s assets that are measured at fair value on a recurring basis:

	December 31, 2023
	(Level 1)		(Level 2)		(Level 3)
Assets
Cash equivalents (money market accounts)	$	7,792,846	$	-	$	-
Total assets measured at fair value	$	7,792,846	$	-	$	-

	December 31, 2022
	(Level 1)		(Level 2)		(Level 3)
Assets
Cash equivalents (money market accounts)	$	4,093,579	$	-	$	-
Total assets measured at fair value	$	4,093,579	$	-	$	-

Liabilities
Convertible Notes	$	-	$	-	$	12,414,000
Total liabilities measured at fair value	$	-	$	-	$	12,414,000

The following table presents a roll-forward of the fair value of the Convertible Notes (Note 9) for which fair value is determined by Level 3 inputs:

	Year Ended
	December 31, 2023			December 31, 2022
Beginning balance	$	12,414,000		$	10,025,000
Fair value adjustment		(5,424,251	)		2,389,000
Reclassification to additional paid in capital upon conversion		(6,989,749	)		-
Ending balance	$	-		$	12,414,000

Valuation techniques used to measure fair value maximize the use of relevant observable inputs and minimize the use of unobservable inputs (Note 9). The Company’s Convertible Notes are classified within Level 3 of the fair value hierarchy because the fair value measurement is based, in part, on significant inputs not observed in the market.

There were no transfers among Level 1, Level 2 or Level 3 categories in the years ended December 31, 2023 or 2022.

The fair value of the 2020 Notes and the 2021 Notes, and collectively the Convertible Notes (Note 9) as of December 31, 2022 were estimated as the combination of a zero-coupon bond and a call option. The combined values for each of the 2020 Notes and the 2021 Notes as of December 31, 2022 were then weighted by the probability of completing a financing or reverse merger. This approach resulted in the classification of the 2020 Notes and the 2021 Notes as of December 31, 2022 as Level 3 of the fair value hierarchy. The assumptions utilized to value the 2020 Notes and the 2021 Notes as of December 31, 2022 were an estimated term of 0.94 years, volatility of 80.0% and a market yield of 55.2%. The measurement of fair value incorporates expected future cash flows associated with interest payments; as such, there is no separate accrual for interest accrued but not yet paid.

Leases

In February 2016, the FASB issued ASU No. 2016-02, “Leases”, which establishes a ROU model. That requires a lessee to recognize an ROU asset and corresponding lease liability on the balance sheet for all leases with a term longer than 12 months. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the statement of operations as well as the reduction of the ROU asset. The new standard provides a number of optional practical expedients in transition. The Company has elected to apply (i) the practical expedient, which allows us to not separate lease and non-lease components, for new leases and (ii) the short-term lease exemption for all leases with an original term of less than 12 months, for purposes of applying the recognition and measurements requirements in the new standard.

At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on specific facts and circumstances, the existence of an identified asset(s), if any, and the Company’s control over the use of the identified asset(s), if applicable. Operating lease liabilities and their corresponding ROU assets are recorded based on the present value of future lease payments over the expected lease term. The interest rate implicit in lease contracts is typically not readily determinable. As such, the Company will utilize the incremental borrowing rate, which is the rate incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment.

The Company has elected to combine lease and non-lease components as a single component. Operating leases will be recognized on the consolidated balance sheet as ROU assets, lease liabilities current and lease liabilities non-current. Fixed rent payments are included in the calculation of the lease balances, while variable costs paid for certain operating and pass-through costs are excluded. Lease expense is recognized over the expected term on a straight-line basis.

Research and Development

Research and development costs are expensed as incurred and consist primarily of new product development. Research and development costs include salaries and benefits, consultants’ fees, process development costs and stock-based compensation, as well as fees paid to third parties that conduct certain research and development activities on the Company’s behalf.

A substantial portion of the Company’s ongoing research and development activities are conducted by third-party service providers. The Company records accrued expenses for estimated preclinical study and clinical trial expenses. Estimates are based on the services performed pursuant to contracts with research institutions, contract research organizations in connection with clinical studies, investigative sites in connection with clinical studies, vendors in connection with preclinical development activities, and contract manufacturing organizations in connection with the production of materials for clinical trials. Further, the Company accrues expenses related to clinical trials based on the level of subject enrollment and activity according to the related agreement. The Company monitors subject enrollment levels and related activity to the extent reasonably possible and makes judgments and estimates in determining the accrued balance in each reporting period. Payments for these activities are based on the terms of the individual arrangements, which may differ from the pattern of costs incurred, and are reflected in the financial statements as prepaid or accrued research and development.

If the Company underestimates or overestimates the level of services performed or the costs of these services, actual expenses could differ from estimates. To date, the Company has not experienced significant changes in its estimates of preclinical studies and clinical trial accruals.

Patent Costs

All patent-related costs incurred in connection with filing and prosecuting patent applications are expensed as incurred due to the uncertainty about the recovery of the expenditure. Amounts incurred are classified as general and administrative expenses in the consolidated statements of operations.

Stock-based Compensation

Stock-based compensation for employee and non-employee awards is measured on the grant date based on the fair value of the award and recognized on a straight-line basis over the requisite service period. The fair value of stock options to purchase common stock are measured using the Black-Scholes option pricing model. The Company accounts for forfeitures as they occur.

The fair value of stock options is determined by the Company using the methods and assumptions discussed below. Each of these inputs is subjective and generally requires significant judgment and estimation by management.

Expected Term—The expected term represents the period that stock-based awards are expected to be outstanding. The Company uses the “simplified method” to estimate the expected term of stock option grants. Under this approach, the weighted-average expected life is presumed to be the average of the contractual term of ten years and the weighted-average vesting term of the Company stock options, taking into consideration multiple vesting tranches. The Company utilizes this method due to lack of historical data and the plain-vanilla nature of the Company’s stock-based awards.

Expected Volatility—The Company has limited information on the volatility of its common stock as the shares were not actively traded on any public markets until recently. The expected volatility was derived from the historical stock volatilities of comparable peer public companies within its industry. These companies are considered to be comparable to the Company’s business over a period equivalent to the expected term of the stock-based awards.

Risk-Free Interest Rate—The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the date of grant for zero-coupon U.S. Treasury notes with maturities approximately equal to the and stock options expected term.

Expected Dividend Rate—The expected dividend is zero as the Company has not paid, nor does it anticipate paying, any dividends on its stock options in the foreseeable future.

Grant Revenue Recognition

The Company generates revenue from government contracts that reimburse the Company for certain allowable costs for funded projects.

The Company recognizes funding received as grant revenue for the Company’s grant from the NIA, rather than as a reduction of research and development expenses, because the Company is the principal in conducting the research and development activities and these contracts are central to its ongoing operations. Revenue is recognized as the qualifying expenses related to the contracts are incurred. Revenue recognized upon incurring qualifying expenses in advance of receipt of funding is recorded in the Company’s consolidated balance sheets as accounts receivable. Funding received in advance of services rendered are recorded in the Company’s consolidated balance sheets as deferred grant revenue. The related costs incurred by the Company are included in research and development expense in the Company’s consolidated statements of operations.

Income Taxes

The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the financial statement and tax basis of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to recover or settle. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income for the period that includes the enactment date.

The deferred tax assets are recognized to the extent the Company believes that these assets are more likely than not to be realized. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. Due to the Company’s historical operating performance and the recorded cumulative net losses in prior fiscal periods, the net deferred tax assets have been fully offset by a valuation allowance.

The Company records uncertain tax positions using a two-step process. First, the Company determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position. Second, for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50% likely to be realized upon ultimate settlement with the related tax authority.

The Company recognizes interest and penalties, if any, related to unrecognized tax benefits on the interest expense line and other expense line, respectively, in the accompanying statements of operations. Accrued interest and penalties are included on the related liability lines in the consolidated balance sheets.

Net Loss Per Share

Basic net loss per share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during each period (and potential shares of common stock that are exercisable for little or no consideration). Diluted loss per share includes the effect, if any, from the potential exercise or conversion of securities such as common stock warrants and stock options which would result in the issuance of incremental shares of common stock. For diluted net loss per share, the weighted-average number of shares of common stock is the same for basic net loss per share due to the fact that when a net loss exists, dilutive securities are not included in the calculation as the impact is anti-dilutive. The pre-funded warrants to purchase common stock issued in connection with the Merger are included in the calculation of basic and diluted net loss per share as the exercise price of $0.001 per share is non-substantive and is virtually assured. The pre-funded warrants are more fully described in Note 11.

The following potentially dilutive securities outstanding have been excluded from the computation of diluted weighted average shares outstanding, as they would be anti-dilutive:

	December 31,
	2023		2022

Preferred Series A-1		-		1,960,600
Preferred Series A-2		-		335,711
Preferred Series B		-		1,034,890
Warrants		598,457		43,618
Stock options		349,384		114,516
Total		947,841		3,489,335

Segments

The Company has one operating segment. The Company’s chief operating decision maker, its Chief Executive Officer, manages the Company’s operations on a consolidated basis for purposes of allocating resources.

Recently Issued But Not Yet Adopted Accounting Pronouncements

In January 2021, the FASB issued ASU No. 2021-01 “Reference Rate Reform (Topic 848): Scope” (“ASU 2021-01”), which was effective immediately and permits entities to elect certain optional expedients and exceptions when accounting for derivatives and certain hedging relationships affected by changes in interest rates and the transition. Additionally, ASU 2022-06 “Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848” defers the sunset date of ASC 848 from December 31, 2022 to December 31, 2024. The new guidance is effective for fiscal years beginning after December 31, 2024. The Company does not currently believe that this transition from LIBOR will have a material impact on its financial statements.

In November 2023, the FASB issued ASU No. 2023-07 "Segment Reporting - Improvements to Reportable Segment Disclosures" (“ASU 2023-07”), which updates reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses and information used to assess segment performance. The guidance is effective for the Company beginning in the year ended December 31, 2025, with early adoption permitted. The Company expects the new guidance will have an immaterial impact on its consolidated financial statements.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): “Improvements to Income Tax Disclosures” (“ASU 2023-09”). ASU No. 2023-09 is intended to improve income tax disclosure requirements by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) the disaggregation of income taxes paid by jurisdiction. The guidance makes several other changes to the income tax disclosure requirements. The guidance in ASU 2023-09 will be effective for annual reporting periods in fiscal years beginning after December 15, 2024. The Company is currently evaluating the impact that the adoption of ASU 2023-09 will have on its consolidated financial statements and disclosures.

Note 13 - Income Taxes - Rate Reconciliation of Income Tax Rate (Details)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Federal tax benefit at statutory rate	21.00%	21.00%
State tax, net of federal benefit	6.30%	8.00%
Change in convertible debt	52.80%	(8.60%)
Research & Development credit	17.10%	1.20%
Change in valuation allowance	(95.90%)	(15.80%)
Share-based compensation	(1.00%)	0.00%
Other	(0.30%)	(5.80%)
Total provision	0.00%	0.00%

Note 4 - Merger (Details Textual) - shares	Dec. 31, 2023	Aug. 16, 2023	Dec. 31, 2022
Common Stock, Shares, Outstanding	5,674,520	5,674,277	518,140
Merger Agreement [Member]
Business Acquisition, Percentage Stock Owned by Legacy Holders		76.00%

Note 11 - Stockholders' Equity (Deficit) and Common Stock Warrants (Tables)

12 Months Ended

Dec. 31, 2023

Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block]

	Warrants		Exercise
	Outstanding		Price			Expiration Date
Historical Diffusion common stock warrants		58,844	$26.27	-	$459.06	May 2024 through February 2026
Historical EIP common stock warrants		43,618	$19.81			April 2028
Pre-funded warrants issued related to closing of reverse recapitalization		495,995	$0.001			None
		598,457

Note 10 - Commitments and Contingencies (Details Textual) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Operating Lease, Expense	$ 34,000	$ 45,000
Defined Contribution Plan, Maximum Annual Contributions Per Employee, Percent	90.00%
Defined Contribution Plan, Employer Matching Contribution, Percent of Employees' Gross Pay	4.00%

Note 4 - Merger (Tables)

12 Months Ended

Dec. 31, 2023

Schedule of Business Acquisitions, by Acquisition [Table Text Block]

	August 16,
	2023
Cash and cash equivalents	$	12,705,140
Prepaid and other assets		406,488
Accounts payable and accrued expenses		(1,223,871	)
Total net assets assumed		11,887,757
Minus: Transaction costs		(1,548,643	)
Total net assets assumed minus transaction costs	$	10,339,114

Note 4 - Merger

12 Months Ended

Dec. 31, 2023

Business Combination Disclosure [Text Block]

4. Merger

On August 16, 2023, the Company completed the Merger of EIP and Merger Sub as discussed in Note 1. For financial reporting purposes, EIP was determined to be the accounting acquirer based upon the terms of the Merger and other factors, including: (i) EIP securityholders immediately prior to the Merger owning approximately 76% of the Company immediately following the Merger, (ii) EIP appointing the majority (five of seven) of the Company’s Board immediately following the Merger and (iii) former EIP management holding the majority of key positions of management, including the Chief Executive Officer and Chairman of the Board positions, immediately following the Merger. The Merger was also accounted for as a reverse recapitalization under US GAAP because the primary assets of the Company immediately prior to the Merger were cash and cash equivalents. Accordingly, (i) for all periods prior to the Merger, EIP’s historical financial statements and results of operations replace and are deemed to be the Company’s financial statements and results of operations for such periods, (ii) the Merger was treated as the equivalent of EIP issuing shares of common stock to the holders of the Company's common stock immediately prior to the Merger as consideration to acquire the net assets of the Company, and (iii) the net assets of the Company as of immediately prior to the Merger were recorded at their acquisition-date fair value in the consolidated financial statements of EIP. Immediately after the Merger, there were approximately 5,674,277 shares of the Company’s common stock outstanding.

The following table shows the net assets acquired in the Merger:

	August 16,
	2023
Cash and cash equivalents	$	12,705,140
Prepaid and other assets		406,488
Accounts payable and accrued expenses		(1,223,871	)
Total net assets assumed		11,887,757
Minus: Transaction costs		(1,548,643	)
Total net assets assumed minus transaction costs	$	10,339,114

Note 7 - Accrued Expenses and Other Current Liabilities - Summary of Accrued Expenses (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Employee compensation costs	$ 1,026,054	$ 364,070
Clinical development costs	389,045	23,185
Professional fees	309,062	206,675
State franchise and excise tax	120,456	0
Other	88,659	50,322
Total	$ 1,933,276	$ 644,252

Note 12 - Stock-based Compensation (Details Textual) - USD ($) $ in Thousands	11 Months Ended	12 Months Ended
	Dec. 13, 2023	Dec. 31, 2023	Dec. 31, 2022	Jan. 01, 2024
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period (in shares)		359	0
Share-Based Payment Arrangement, Shares Withheld for Tax Withholding Obligation	193
Share-Based Payment Arrangement, Option [Member]
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount		$ 1,100
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition		2 years 1 month 6 days
Restricted Stock Units (RSUs) [Member] \| Director [Member]
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount		$ 0	$ 100
Equity Incentive Plan 2015 [Member]
Percentage of Total Shares Eligible for Plan Reserve, On an Annual Basis		4.00%
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Available for Grant		12,580		226,981
The 2018 Employee, Director and Consultant Equity Incentive Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Available for Grant		0
The 2018 Employee, Director and Consultant Equity Incentive Plan [Member] \| Share-Based Payment Arrangement, Option [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period		10 years
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period		4 years
The 2018 Employee, Director and Consultant Equity Incentive Plan [Member] \| Share-Based Payment Arrangement, Option [Member] \| Share-Based Payment Arrangement, Tranche One [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period		1 year
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percentage		25.00%

Note 14 - Subsequent Events (Details Textual) - USD ($) $ in Millions			1 Months Ended	11 Months Ended
	Apr. 01, 2024	Feb. 26, 2024	Jul. 31, 2023	Dec. 13, 2023
Share-Based Payment Arrangement, Shares Withheld for Tax Withholding Obligation				193
Stock Issued During Period, Shares, New Issues			63,422
Subsequent Event [Member]
Share-Based Payment Arrangement, Shares Withheld for Tax Withholding Obligation		36
Stock Issued During Period, Shares, New Issues		495,959
Forecast [Member] \| Prefunded Warrant [Member]
Number of Warrants Per Unit	1
Forecast [Member] \| Series A Warrant [Member]
Number of Warrants Per Unit	1
Forecast [Member] \| Private Placement [Member]
Equity Offering, Number of Units Sold	2,532,285
Number of Shares Per Unit	1
Proceeds From Issuance or Sale of Equity, Gross	$ 50.0
Proceeds from Issuance or Sale of Equity	$ 99.4

Note 3 - Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2023

Fair Value, Assets Measured on Recurring Basis [Table Text Block]

	December 31, 2023
	(Level 1)		(Level 2)		(Level 3)
Assets
Cash equivalents (money market accounts)	$	7,792,846	$	-	$	-
Total assets measured at fair value	$	7,792,846	$	-	$	-

	December 31, 2022
	(Level 1)		(Level 2)		(Level 3)
Assets
Cash equivalents (money market accounts)	$	4,093,579	$	-	$	-
Total assets measured at fair value	$	4,093,579	$	-	$	-

Liabilities
Convertible Notes	$	-	$	-	$	12,414,000
Total liabilities measured at fair value	$	-	$	-	$	12,414,000

Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block]

	Year Ended
	December 31, 2023			December 31, 2022
Beginning balance	$	12,414,000		$	10,025,000
Fair value adjustment		(5,424,251	)		2,389,000
Reclassification to additional paid in capital upon conversion		(6,989,749	)		-
Ending balance	$	-		$	12,414,000

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block]

	December 31,
	2023		2022

Preferred Series A-1		-		1,960,600
Preferred Series A-2		-		335,711
Preferred Series B		-		1,034,890
Warrants		598,457		43,618
Stock options		349,384		114,516
Total		947,841		3,489,335

Note 1 - The Company and Description of Business

12 Months Ended

Dec. 31, 2023

Nature of Operations [Text Block]

1. The Company and Description of Business

The Company is a corporation organized under the laws of the state of Delaware and headquartered in Boston, Massachusetts. The Company is a biotechnology company developing treatments for age-related neurologic disorders. The Company is currently developing its product candidate neflamapimod, an investigational orally administered small molecule brain penetrant that inhibits p38α. Neflamapimod has the potential to treat synaptic dysfunction, the reversible aspect of the underlying neurodegenerative processes that cause disease in DLB and certain other major neurological disorders and is currently being evaluated in a Phase 2b study in patients with DLB.

On March 30, 2023, Diffusion Pharmaceuticals Inc. (“Diffusion”), Dawn Merger Inc., a wholly-owned subsidiary of Diffusion (“Merger Sub”) and EIP Pharma, Inc. (“EIP”) entered into the Merger Agreement (Note 4), pursuant to which, at the Effective Time, Merger Sub merged with and into EIP, with EIP surviving the Merger as a wholly-owned subsidiary of the Company. In connection with the Merger, on August 16, 2023, the Company changed its corporate name from “Diffusion Pharmaceuticals Inc.” to “CervoMed Inc.”

On August 16, 2023, Diffusion approved a one-for-1.5 reverse stock split which was consummated for historical Diffusion shares in connection with the Merger. In addition, upon consummation of the Merger, all historical EIP shares were adjusted using an exchange ratio of 0.1151. All information in the accompanying consolidated financial statements and notes thereto regarding share amounts of common stock, price per share of common stock and the conversion factor for preferred stock into common stock has been adjusted to reflect the application of the reverse stock split and the exchange ratio on a retroactive basis.

All shares of EIP common stock outstanding immediately prior to the Effective Time, after giving effect to the conversion of EIP preferred stock and the Convertible Notes (and excluding shares held as treasury stock by EIP, shares held or owned by the Company and any dissenting shares), converted into the right to receive, in the aggregate, 4,314,033 shares of the Company’s common stock and prefunded warrants to purchase 495,995 shares of common stock, based on an exchange ratio of 0.1151.

Note 11 - Stockholders' Equity (Deficit) and Common Stock Warrants - Warrants Outstanding to Acquire Shares of Its Common Stock (Details) - $ / shares	Dec. 31, 2023	Jun. 30, 2023
Warrants outstanding (in shares)	598,457
Historical Diffusion Common Stock Warrants [Member]
Warrants outstanding (in shares)	58,844
Historical Diffusion Common Stock Warrants [Member] \| Minimum [Member]
Exercise price of warrants (in dollars per share)	$ 26.27
Historical Diffusion Common Stock Warrants [Member] \| Maximum [Member]
Exercise price of warrants (in dollars per share)	$ 459.06
Historical EIP Common Stock Warrants [Member]
Warrants outstanding (in shares)	43,618
Exercise price of warrants (in dollars per share)	$ 19.81
Prefunded Warrant [Member]
Warrants outstanding (in shares)	495,995
Exercise price of warrants (in dollars per share)	$ 0.001	$ 0.001

Note 5 - Significant Agreements and Contracts

12 Months Ended

Dec. 31, 2023

Collaborative Arrangement Disclosure [Text Block]

5. Significant Agreements and Contracts

Vertex Option and License Agreement

In August 2012, the Company entered the Vertex Agreement, as amended, to acquire an exclusive license to develop and commercialize a drug candidate “VX-745” from Vertex. In August 2014, the Company exercised its

option to acquire the license and paid an option fee of $100,000, which was expensed as incurred as a component of research and development expense.

The Vertex Agreement granted the Company the exclusive worldwide use of VX-745 in the field of diagnosis, treatment and prevention of Alzheimer’s disease and related central nervous system disorders in humans.

As part of the Vertex Agreement, the Company is obligated to make certain payments totaling up to approximately $117.0 million upon achievement of certain regulatory and sales milestones, and royalties on net sales of products on indications covered by the Vertex Agreement. The first expected milestone events concern filing of an NDA, with the FDA for marketing approval of neflamapimod, in the U.S., or a similar filing for a non-U.S. major market, as specified in the Vertex Agreement, and such royalties will be on a sliding scale of percentages of net sales in the low- to mid-teens, depending on the amount of net sales in the applicable years. The Company is also obligated to make a milestone payment to Vertex upon net sales reaching a certain specified amount in any 12-month period. The Vertex Agreement states that royalties will be reduced by 50% during any portion of the royalty term when there is no valid claim of an issued patent within specified patent rights covering the licensed product. The Company also has the right to deduct, on a country by country basis, from royalties otherwise payable to Vertex under the terms of the Vertex Agreement, 50% of all royalties, upfront fees, milestones and other payments paid by the Company or any of the Company’s affiliates or sublicensees to third parties under licenses that are necessary for the development, manufacture, sale or use of a licensed product, provided that in no event will the royalty payable to Vertex be reduced to less than 50% of the rates specified in the Vertex Agreement, subject to certain adjustments specified therein. The Company has made a total of $100,000 in payments to Vertex related to the Vertex Agreement. No payments were made during the years ended December 31, 2023 and 2022.

National Institute of Aging Grant

In January 2023, the Company was awarded a $21.0 million grant from the NIA to support a Phase 2b study of neflamapimod in dementia with Lewy bodies. The grant monies are expected to be received over a period of three years including $6.7 million in 2023, $8.1 million in 2024 and $6.2 million in 2025.

The total revenue recognized from the NIA Grant was $7.1 million year ended December 31, 2023. As of December 31, 2023, total cash funding of $6.2 million has been received from the NIA Grant, resulting in approximately $15.8 million in funding remaining. In addition, $0.9 million has been recorded as a receivable in the consolidated balance sheet at December 31, 2023, which was received subsequent to December 31, 2023.

The Company received access to the current year 2 (i.e., the year ending December 31, 2024) funding in the amount of $7.3 million in February 2024. This amount was 90% of the full year 2 amount provided for in the NIA Grant due to current NIA policy as a result of the U.S. government currently being funded on the basis of a continuing resolution (the “Continuing Resolution”).

Note 3 - Summary of significant Accounting Policies - Roll-forward of Convertible Notes (Details) - Fair Value, Inputs, Level 3 [Member] - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Beginning balance	$ 12,414,000	$ 10,025,000
Fair value adjustment	(5,424,251)	2,389,000
Reclassification to additional paid in capital upon conversion	(6,989,749)	0
Ending balance	$ 0	$ 12,414,000

Note 2 - Liquidity and Capital Resources (Details Textual) - USD ($)			1 Months Ended		12 Months Ended
	Apr. 01, 2024	Aug. 16, 2023	Jul. 31, 2023	Jan. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Retained Earnings (Accumulated Deficit)					$ (54,440,789)	$ (52,268,916)
Government Assistance, Transaction Duration				3 years
Proceeds from Issuance of Common Stock			$ 800,000		$ 810,000	$ 0
Forecast [Member] \| Prefunded Warrant [Member]
Number of Warrants Per Unit	1
Forecast [Member] \| Series A Warrant [Member]
Number of Warrants Per Unit	1
Forecast [Member] \| Private Placement [Member]
Equity Offering, Number of Units Sold	2,532,285
Number of Shares Per Unit	1
Proceeds From Issuance or Sale of Equity, Gross	$ 50,000,000
Proceeds from Issuance or Sale of Equity	$ 99,400,000
Merger Agreement [Member]
Cash Acquired from Acquisition		$ 12,700,000
RewinD-LB Trial [Member]
Government Assistance, Amount, Cumulative				$ 21,000,000

Note 12 - Stock-based Compensation - Stock-based Compensation Expense (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Share based compensation expense	$ 407,632	$ 333,835
Research and Development Expense [Member]
Share based compensation expense	143,685	174,710
General and Administrative Expense [Member]
Share based compensation expense	$ 263,947	$ 159,125

Note 3 - Summary of Significant Accounting Policies - Assets Measured at Fair Value on Recurring Basis (Details) - Fair Value, Recurring [Member] - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Fair Value, Inputs, Level 1 [Member]
Cash equivalents (money market accounts)	$ 7,792,846	$ 4,093,579
Total assets measured at fair value	7,792,846	4,093,579
Convertible Notes		0
Total liabilities measured at fair value		0
Fair Value, Inputs, Level 2 [Member]
Cash equivalents (money market accounts)	0	0
Total assets measured at fair value	0	0
Convertible Notes		0
Total liabilities measured at fair value		0
Fair Value, Inputs, Level 3 [Member]
Cash equivalents (money market accounts)	$ 0	0
Total assets measured at fair value		0
Convertible Notes		12,414,000
Total liabilities measured at fair value		$ 12,414,000

Note 11 - Stockholders' Equity (Deficit) and Common Stock Warrants

12 Months Ended

Dec. 31, 2023

Equity [Text Block]

11. Stockholders’ Equity (Deficit) and Common Stock Warrants

On August 16, 2023 in connection with the closing of the Merger, the following is reflected on the consolidated financial statements of convertible preferred stock and stockholders’ equity (deficit) for the year ended December 31, 2023: (i) the issuance of 795,905 shares of common stock and 101,367 pre-funded warrants upon the settlement of the Convertible Notes, (ii) the conversion of 3,331,201 shares of convertible preferred stock into 2,936,566 shares of common stock and 394,628 prefunded warrants, and (iii) the issuance of 1,360,244 shares of common stock to Diffusion stockholders as consideration for the Merger.

In July 2023, EIP sold 63,422 shares of common stock at $12.78 per share (as adjusted for the Exchange Ratio) for net proceeds of approximately $0.8 million.

Warrants

As of December 31, 2023, the Company had the following warrants outstanding to acquire shares of its common stock:

	Warrants		Exercise
	Outstanding		Price			Expiration Date
Historical Diffusion common stock warrants		58,844	$26.27	-	$459.06	May 2024 through February 2026
Historical EIP common stock warrants		43,618	$19.81			April 2028
Pre-funded warrants issued related to closing of reverse recapitalization		495,995	$0.001			None
		598,457

Upon completion of the Merger, the Convertible Notes and outstanding shares of EIP preferred stock converted into shares of EIP Common Stock which were subsequently converted into the right to exchange such shares for shares of the Company’s common stock or, in certain cases, pre-funded warrants to purchase the Company’s common stock. All of the warrants are equity-classified because they are indexed to the Company’s own shares and meet the criteria to be classified as an equity instrument.

The Company is party to the 2022 Sales Agreement with BTIG. The 2022 Sales Agreement is an "at-the-market" sales agreement pursuant to which the Company may, from time to time and through BTIG as the Company’s agent, sell up to an aggregate of $20.0 million in shares of common stock by any permissible method deemed an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act. As of the date of this Annual Report, however, the Company has not sold any shares pursuant to the 2022 Sales Agreement.

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

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

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

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 505
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481004/946-505-50-6

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480237/815-40-50-6

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480008/505-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//505/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 16
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-16

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

+ Details

Consolidated Statements of Changes in Convertible Preferred Stock and Stockholders' Equity (Deficit) - USD ($)	Series A-1 Preferred Stock [Member] Preferred Stock [Member]	Series A-1 Preferred Stock [Member]	Series A-2 Preferred Stock [Member] Preferred Stock [Member]	Series A-2 Preferred Stock [Member]	Series B Preferred Stock [Member] Preferred Stock [Member]	Series B Preferred Stock [Member]	Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance (in shares) at Dec. 31, 2021	1,960,600		335,711		1,034,890
Balance at Dec. 31, 2021	$ 246,849		$ 4,173,267		$ 19,867,095
Balance (in shares) at Dec. 31, 2021							518,140
Balance at Dec. 31, 2021								$ 518	$ 18,521,988	$ (46,465,869)	$ (27,943,363)
Stock-based compensation expense	0		0		0			0	333,835	0	333,835
Contributed capital in lieu of executive compensation	0		0		0			0	127,516	0	127,516
Net loss										(5,803,047)	(5,803,047)
Conversion of preferred stock to common stock											0
Stock-based compensation expense, including vesting of RSUs	$ 0		$ 0		$ 0			0	333,835	0	$ 333,835
Issuance of common stock from exercises of stock options (in shares)											0
Balance (in shares) at Dec. 31, 2022	1,960,600	1,960,600	335,711	335,711	1,034,890	1,034,890
Balance at Dec. 31, 2022	$ 246,849		$ 4,173,267		$ 19,867,095
Balance (in shares) at Dec. 31, 2022							518,140
Balance at Dec. 31, 2022								518	18,983,339	(52,268,916)	$ (33,285,059)
Stock-based compensation expense	0		0		0			0	407,632	0	407,632
Net loss	$ 0		$ 0		$ 0		$ 0	0	0	(2,171,873)	(2,171,873)
Conversion of preferred stock to common stock (in shares)	(1,960,600)		(335,711)		(1,034,890)
Conversion of preferred stock to common stock	$ (246,849)		$ (4,173,267)		$ (19,867,095)
Conversion of preferred stock to common stock (in shares)							2,936,566
Conversion of preferred stock to common stock								2,937	24,284,274	0	24,287,211
Issuance of common stock upon settlement of convertible promissory note (in shares)	0		0		0		795,905
Issuance of common stock upon settlement of convertible promissory note	$ 0		$ 0		$ 0			796	6,988,953	0	6,989,749
Issuance of common stock to Diffusion stockholders in reverse recapitalization, net of issuance costs	$ 0		$ 0		$ 0			1,360	10,337,754		$ 10,339,114
Issuance of common stock to Diffusion stockholders in reverse recapitalization, net of issuance costs (in shares)							1,360,244				1,360,244
Sale of common stock (in shares)	0		0		0		63,422
Sale of common stock	$ 0		$ 0		$ 0			63	809,937	0	$ 810,000
Stock-based compensation expense, including vesting of RSUs	$ 0		$ 0		$ 0			0	407,632	0	$ 407,632
Stock-based compensation expense, including vesting of RSUs (in shares)							77
Issuance of common stock from exercises of stock options (in shares)	0		0		0		359				359
Issuance of common stock from exercises of stock options	$ 0		$ 0		$ 0			0	0	0	$ 0
Repurchase of common stock from net settled stock option (in shares)	0		0		0		(193)
Repurchase of common stock from net settled stock option	$ 0		$ 0		$ 0			0	0	0	0
Balance (in shares) at Dec. 31, 2023	0	0	0	0	0	0
Balance at Dec. 31, 2023	$ 0		$ 0		$ 0
Balance (in shares) at Dec. 31, 2023							5,674,520
Balance at Dec. 31, 2023								$ 5,674	$ 61,811,889	$ (54,440,789)	$ 7,376,774

Note 9 - Convertible Notes (Details Textual)		1 Months Ended		12 Months Ended
Note 9 - Convertible Notes (Details Textual)	Aug. 16, 2023 shares	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2023 USD ($) $ / shares shares	Dec. 31, 2022 USD ($)	Jun. 30, 2023 $ / shares	Jun. 30, 2022	Apr. 01, 2022 $ / shares
Liabilities, Fair Value Adjustment				$ 5,424,251	$ (2,389,000)
Conversion of Debt into Common Stock [Member]
Debt Conversion, Converted Instrument, Shares Issued \| shares	795,905			795,905
Debt Conversion, Converted Instrument, Warrants or Options Issued \| shares	101,367			101,367
Prefunded Warrant [Member]
Class of Warrant or Right, Exercise Price of Warrants or Rights \| $ / shares				$ 0.001		$ 0.001
Convertible Debt [Member]
Liabilities, Fair Value Adjustment				$ 5,400,000	$ (2,400,000)
Debt Instrument, Convertible, Discount						30.00%
Debt Instrument, Convertible, Conversion Price (in dollars per share) \| $ / shares						$ 1.47
Debt Instrument, Convertible, Maximum Beneficial Ownership						9.99%
Payments of Debt Issuance Costs				50,000
Debt Instrument, Convertible, Number of Equity Instruments	897,272
Adjustments to Additional Paid in Capital, Convertible Debt with Conversion Feature				$ 7,000,000
Convertible Debt [Member] \| Minimum [Member]
Debt Instrument, Convertible, Discount				20.00%
Convertible Debt [Member] \| Maximum [Member]
Debt Instrument, Convertible, Discount				30.00%
Convertible Debt Securities [Member]
Debt Instrument, Interest Rate, Stated Percentage				0.00%			5.00%
Debt Instrument, Convertible, Conversion Price (in dollars per share) \| $ / shares								$ 3
The 2020 Notes [Member]
Proceeds from Issuance of Long-Term Debt			$ 5,100,000
The 2021 Notes [Member]
Proceeds from Issuance of Long-Term Debt		$ 6,000,000

Note 1 - The Company and Description of Business (Details Textual)	Aug. 16, 2023 shares	Sep. 30, 2023 shares
Pre-funded Warrants [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)		495,995
Merger Agreement [Member]
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares	4,314,033
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right	0.1151
Reverse Stock Split [Member ]
Stockholders' Equity Note, Stock Split, Conversion Ratio	1.5

Note 12 - Stock-based Compensation (Tables)

12 Months Ended

Dec. 31, 2023

Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Table Text Block]

	Year Ended December 31,
	2023		2022
Research and development	$	143,685	$	174,710
General and administrative		263,947		159,125
Total stock-based compensation expense	$	407,632	$	333,835

Share-Based Payment Arrangement, Option, Activity [Table Text Block]

	Number of Options			Weighted average exercise price per share		Weighted Average Remaining Contractual Term		Aggregate Intrinsic Value
Balance at January 1, 2023		114,516		$	25.98		6.72
Options assumed in the merger		52,574		$	313.67
Granted		198,600		$	5.95
Cancelled		(15,957	)	$	180.80
Exercised		(359	)	$	5.33
Outstanding at December 31, 2023		349,374		$	51.15		8.12	$	358,340
Exercisable at December 31, 2023		157,301		$	103.67		6.35	$	39,820

Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions [Table Text Block]

	December 31,
	2023			2022
Expected term (in years)	5.75				6.00
Risk-free interest rate	3.9%	-	4.5%		1.9	%
Expected volatility	81.7%	-	83.3%		80.3	%
Dividend yield	0.0%				0.0	%

Note 2 - Liquidity and Capital Resources

12 Months Ended

Dec. 31, 2023

Liquidity Disclosure [Text Block]

2. Liquidity and Capital Resources

The Company has generated negative cash flows from operations and, as of December 31, 2023, had an accumulated deficit of approximately $54.4 million. In January 2023, the Company was awarded a $21.0 million grant from the NIA to support its ongoing RewinD-LB Trial, which is expected to be received over a three-year period. In July 2023, the Company sold common stock for proceeds of $0.8 million. In addition, the Company received $12.7 million in cash and cash equivalents through the reverse recapitalization. The Company expects to continue to generate operating losses for the foreseeable future. The Company’s future viability is dependent on its ability to raise additional capital to finance its operations and pursue its business strategies. There can be no assurances that additional funding will be available on terms acceptable to the Company, or at all. These conditions cause substantial doubt regarding the Company’s ability to continue as a going concern.

The Company will continue to require additional financing to advance current product candidates through clinical development, to develop, acquire or in-license other potential product candidates and to fund operations for the foreseeable future. The Company expects that its existing cash and cash equivalents as of December 31, 2023, along with the remaining funds expected to be received from the NIA Grant, will not be sufficient to enable it to fund its operating expenses and capital expenditure requirements, and continue as a going concern for at least twelve months following the issuance of these consolidated financial statements. The Company will continue to seek funds through equity offerings, debt financings or other capital sources, including potential collaborations, grants, licenses and other similar arrangements. However, the Company may be unable to raise additional funds or enter into such other arrangements when needed on favorable terms or at all. Without additional funding, the Company would be forced to delay, reduce or eliminate its research and development programs. Accordingly, since the financing discussed below has not been completed, substantial doubt exists about the Company’s ability to continue as a going concern within one year after the date these financial statements are issued. The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

On March 28, 2024, the Company entered into a securities purchase agreement with certain purchasers named therein related to the private placement of an aggregate of 2,532,285 units, each comprised of (i) (A) one share of common stock or (B) one Pre-Funded Warrant and (ii) one Series A Warrant. The aggregate upfront gross proceeds for the 2024 Private Placement are expected to be approximately $50 million, before deducting offering fees and expenses, and up to an additional approximately $99.4 million in gross proceeds if the Series A Warrants are fully exercised for cash. The 2024 Private Placement is expected to close on or about April 1, 2024, subject to customary closing conditions. The consolidated financial statements do not reflect and do not include any adjustments for the Company’s expected receipt of proceeds from the 2024 Private Placement.

Note 13 - Income Taxes (Tables)

12 Months Ended

Dec. 31, 2023

Schedule of Effective Income Tax Rate Reconciliation [Table Text Block]

Rate reconciliation:	2023			2022
Federal tax benefit at statutory rate		21.0	%		21.0	%
State tax, net of federal benefit		6.3	%		8.0	%
Change in convertible debt		52.8	%		-8.6	%
Research & Development credit		17.1	%		1.2	%
Change in valuation allowance		-95.9	%		-15.8	%
Share-based compensation		-1.0	%		0.0	%
Other		-0.3	%		-5.8	%
Total provision		0.0	%		0.0	%

Schedule of Deferred Tax Assets and Liabilities [Table Text Block]

	2023			2022
Deferred tax assets:
Net operating loss	$	10,495,881		$	10,977,455
Research and development credits		708,443			354,283
Capitalized research expenditures		2,271,853			259,749
Stock-based compensation		567,473			514,654
Reserves and accruals		-			105,399
Intangibles		223,548			262,872
Gross deferred tax assets		14,267,198			12,474,412
Less valuation allowance		(14,100,543	)		(12,474,412	)
Total deferred tax assets		166,655			-

Deferred tax liabilities:
Prepaids	$	(166,655	)	$	-
Gross deferred tax liabilities		(166,655	)		-
Deferred tax assets, net	$	-		$	-

Insider Trading Arrangements

12 Months Ended

Dec. 31, 2023

Insider Trading Arr Line Items

Material Terms of Trading Arrangement [Text Block]

ITEM 9B.

OTHER INFORMATION

Acting Principal Financial Officer

On March 28, 2024, J. William Tanner, Ph.D., our Chief Financial Officer, commenced a temporary leave of absence from the Company in order to undergo treatment for a medical condition. In connection with Dr. Tanner’s temporary leave of absence, the Board appointed William Elder to temporarily serve as Acting Principal Financial Officer of the Company, effective as of March 28, 2024. Mr. Elder, age 41, has served as our General Counsel and Corporate Secretary since September 2020 and will continue to serve in those roles. Mr. Elder also previously served as our Principal Financial Officer from June 2023 to August 2023.

In connection with such appointment, Mr. Elder did not receive any consideration nor were any modifications made to Mr. Elder’s existing employment agreement or outstanding equity awards, which are described under the heading, “Diffusion Executive and Director Compensation,” in the Registration Statement and the Company’s other filings with the SEC. Except as previously disclosed in the Registration Statement and the Company’s other filings with the SEC, (i) there are no arrangements or understandings between Mr. Elder and any other person pursuant to which Mr. Elder was selected as the Acting Principal Financial Officer, (ii) Mr. Elder does not have any direct or indirect material interest in any transaction requiring the disclosure of the information required by Item 404(a) of Regulation S-K, (iii) there is no material plan, contract or arrangement to which Mr. Elder is a party or in which he participates that was entered into, or any grant or award to Mr. Elder or modification thereto, under any such plan, contract or arrangement in connection with his appointment as Acting Principal Financial Officer, and (iv) there are also no family relationships between Mr. Elder and any director or executive officer of the Company.

Adoption, Termination or Modification of Trading Arrangements

During the three months ended December 31, 2023, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act), adopted, terminated or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K).

Rule 10b5-1 Arrangement Adopted [Flag]

false

Non-Rule 10b5-1 Arrangement Adopted [Flag]

false

Rule 10b5-1 Arrangement Terminated [Flag]

false

Non-Rule 10b5-1 Arrangement Terminated [Flag]

false

Note 14 - Subsequent Events

12 Months Ended

Dec. 31, 2023

Subsequent Events [Text Block]

14. Subsequent Events

2024 Private Placement

On March 28, 2024, the Company entered into a securities purchase agreement with certain purchasers named therein related to the private placement of an aggregate of 2,532,285 units, each comprised of (i) (A) one share of common stock or (B) one Pre-Funded Warrant and (ii) one Series A Warrant. The 2024 Private Placement is expected to close on or about April 1, 2024, subject to customary closing conditions. The aggregate upfront gross proceeds from the 2024 Private Placement are expected to be approximately $50 million, before deducting offering fees and expenses, and additional gross proceeds of up to approximately $99.4 million may be received if the Series A Warrants are exercised in full for cash.

Pre-Funded Warrant Amendment and Exercise

On February 26, 2024, following the effectiveness of an amendment eliminating certain beneficial ownership limitations set forth therein, the Company’s previously outstanding pre-funded warrant was exercised in full by the holder thereof pursuant to the cashless exercise provision in Section 2(c) of the pre-funded warrant. Upon exercise, 36 shares were withheld in lieu of a cash payment of the exercise price and the holder was issued 495,959 shares of common stock.

Document And Entity Information - USD ($) $ in Millions	12 Months Ended
Document And Entity Information - USD ($) $ in Millions	Dec. 31, 2023	Mar. 26, 2024
Document Information [Line Items]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2023
Document Transition Report	false
Entity File Number	001-37942
Entity Registrant Name	CervoMed Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	30-0645032
Entity Address, Address Line One	20 Park Plaza, Suite 424
Entity Address, City or Town	Boston
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02116
City Area Code	617
Local Phone Number	744-4400
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	CRVO
Security Exchange Name	NASDAQ
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
ICFR Auditor Attestation Flag	false
Document Financial Statement Error Correction [Flag]	false
Entity Shell Company	false
Entity Public Float	$ 6.8
Entity Common Stock, Shares Outstanding (in shares)		6,170,479
Auditor Firm ID	49
Auditor Name	RSM US LLP
Auditor Location	Boston, Massachusetts
Entity Central Index Key	0001053691
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	FY
Amendment Flag	false

Note 6 - Prepaid Expenses and Other Current Assets - Prepaid Expenses and Other Current Assets (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Prepaid clinical expenses	$ 711,362	$ 0
Insurance	436,859	9,937
Rent	0	2,455
Prepaid professional services	37,917	0
Other	70,363	51,735
Total	$ 1,256,501	$ 64,127

Consolidated Balance Sheets (Parentheticals) - $ / shares	Dec. 31, 2023	Dec. 31, 2022
Common Stock, Par or Stated Value Per Share (in dollars per share)	$ 0.001	$ 0.001
Common Stock, Shares Authorized (in shares)	1,000,000,000	4,163,600
Common Stock, Shares Authorized (in shares)	1,000,000,000	4,163,600
Common Stock, Shares, Outstanding (in shares)	5,674,520	518,140
Series Preferred Stock [Member]
Preferred Stock, Par or Stated Value Per Share (in dollars per share)	$ 0.001	$ 0.001
Preferred Stock, Shares Authorized (in shares)	30,000,000	0
Preferred Stock, Shares Outstanding (in shares)	0	0
Preferred Stock, Shares Issued (in shares)	0
Series A-1 Preferred Stock [Member]
Temporary Equity, Par or Stated Value Per Share (in dollars per share)	$ 0.001	$ 0.001
Temporary Equity, Shares Authorized (in shares)	0	1,960,600
Temporary Equity, Shares Outstanding (in shares)	0	1,960,600
Temporary Equity, Shares Issued (in shares)	0	1,960,600
Series A-2 Preferred Stock [Member]
Temporary Equity, Par or Stated Value Per Share (in dollars per share)	$ 0.001	$ 0.001
Temporary Equity, Shares Authorized (in shares)	0	335,711
Temporary Equity, Shares Outstanding (in shares)	0	335,711
Temporary Equity, Shares Issued (in shares)	0	335,711
Series B Preferred Stock [Member]
Temporary Equity, Par or Stated Value Per Share (in dollars per share)	$ 0.001	$ 0.001
Temporary Equity, Shares Authorized (in shares)	0	1,034,890
Temporary Equity, Shares Outstanding (in shares)	0	1,034,890
Temporary Equity, Shares Issued (in shares)	0	1,034,890

Note 11 - Stockholders' Equity (Deficit) and Common Stock Warrants (Details Textual) - USD ($)		1 Months Ended	12 Months Ended
	Aug. 16, 2023	Jul. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Class of Warrant or Right, Outstanding			598,457
Stock Issued During Period, Shares, Acquisitions			1,360,244
Stock Issued During Period, Shares, New Issues		63,422
Shares Issued, Price Per Share		$ 12.78
Proceeds from Issuance of Common Stock		$ 800,000	$ 810,000	$ 0
Sales Agreement [Member]
Share Sales Agreement, Maximum Amount			$ 20,000,000
Pre-funded Warrants [Member]
Class of Warrant or Right, Outstanding	394,628
Conversion of Preferred Stock into Common Stock [Member]
Conversion of Stock, Shares Converted			3,331,201
Conversion of Stock, Shares Issued			2,936,566
Conversion of Debt into Common Stock [Member]
Debt Conversion, Converted Instrument, Shares Issued	795,905		795,905
Debt Conversion, Converted Instrument, Warrants or Options Issued	101,367		101,367

Consolidated Statements of Operations - USD ($)	12 Months Ended
Consolidated Statements of Operations - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Grant revenue	$ 7,144,872	$ 0
Operating expenses:
Research and development	8,438,499	1,336,469
General and administrative	6,519,268	2,139,065
Total operating expenses	14,957,767	3,475,534
Loss from operations	(7,812,895)	(3,475,534)
Other income (expense):
Other income (expense)	5,421,592	(2,389,152)
Interest income	219,430	62,226
Interest expense	0	(587)
Total other income (expense)	5,641,022	(2,327,513)
Net income (loss)	$ (2,171,873)	$ (5,803,047)
Earnings Per Share [Abstract]
Net income (loss) per share of common stock - basic (in dollars per share)	$ (0.82)	$ (11.2)
Weighted average shares outstanding - basic (in shares)	2,661,416	518,140

Note 13 - Income Taxes (Details Textual) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Unrecognized Tax Benefits	$ 0	$ 0
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount	1,600
Domestic Tax Authority [Member]
Operating Loss Carryforwards	38,900
Domestic Tax Authority [Member] \| Research Tax Credit Carryforward [Member]
Tax Credit Carryforward, Amount	600
State and Local Jurisdiction [Member]
Operating Loss Carryforwards	37,000
State and Local Jurisdiction [Member] \| Research Tax Credit Carryforward [Member]
Tax Credit Carryforward, Amount	$ 100

Note 6 - Prepaid Expenses and Other Current Assets

12 Months Ended

Dec. 31, 2023

Prepaid Expenses and Other Current Assets [Text Block]

6. Prepaid Expenses

Prepaid expenses consisted of the following:

	December 31,
	2023		2022
Prepaid clinical expenses	$	711,362	$	-
Insurance		436,859		9,937
Rent		-		2,455
Prepaid professional services		37,917		-
Other		70,363		51,735
Total	$	1,256,501	$	64,127

Note 13 - Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Net operating loss	$ 10,495,881	$ 10,977,455
Research and development credits	708,443	354,283
Capitalized research expenditures	2,271,853	259,749
Stock-based compensation	567,473	514,654
Reserves and accruals	0	105,399
Intangibles	223,548	262,872
Gross deferred tax assets	14,267,198	12,474,412
Less valuation allowance	(14,100,543)	(12,474,412)
Total deferred tax assets	166,655	0
Prepaids	(166,655)	0
Gross deferred tax liabilities	(166,655)	0
Deferred tax assets, net	$ 0	$ 0

Note 10 - Commitments and Contingencies

12 Months Ended

Dec. 31, 2023

Commitments and Contingencies Disclosure [Text Block]

10. Commitments and Contingencies

Operating Leases

The Company has a short-term agreement to utilize membership-based co-working space in Charlottesville, Virginia and a short-term lease for office space in Boston, Massachusetts. Rent expense was approximately $34,000 and $45,000 for the years ended December 31, 2023 and 2022, respectively.

Research and Development Arrangements

In the course of normal business operations, the Company would enter into agreements with universities and CROs to assist in the performance of research and development activities and contract manufacturers to assist with chemistry, manufacturing, and controls related expenses. Expenditures to CROs represented a significant cost in clinical development for the Company. The Company could also enter into additional collaborative research, contract research, manufacturing, and supplier agreements in the future, which may require upfront payments and long-term commitments of cash.

Defined Contribution Retirement Plan

The Company has established its 401(k) Plan, which covers all employees who qualify under the terms of the plan. Eligible employees may elect to contribute to the 401(k) Plan up to 90% of their compensation, limited by the IRS-imposed maximum. The Company provides a safe harbor match with a maximum amount of 4% of the participant’s compensation. The Company made matching contributions under the 401(k) Plan of de minimis amounts for the years ended December 31, 2023 and 2022.

Legal Proceedings

On August 7, 2014, a complaint was filed in the Superior Court of Los Angeles County, California by Paul Feller, the former Chief Executive Officer of the Company’s legal predecessor under the caption Paul Feller v. RestorGenex Corporation, Pro Sports & Entertainment, Inc., ProElite, Inc. and Stratus Media Group, GmbH (Case No. BC553996). The complaint asserts various causes of action, including, among other things, promissory fraud, negligent misrepresentation, breach of contract, breach of employment agreement, breach of the covenant of good faith and fair dealing, violations of the California Labor Code and common counts. The plaintiff is seeking, among other things, compensatory damages in an undetermined amount, punitive damages, accrued interest and an award of attorneys’ fees and costs. On December 30, 2014, the Company filed a petition to compel arbitration and a motion to stay the action. On April 1, 2015, the plaintiff filed a petition in opposition to the Company’s petition to compel arbitration and a motion to stay the action. After a related hearing on April 14, 2015, the court granted the Company’s petition to compel arbitration and a motion to stay the action. On January 8, 2016, the plaintiff filed an arbitration demand with the American Arbitration Association. On November 19, 2018 at an Order to Show Cause Re Dismissal Hearing, the court found sufficient grounds not to dismiss the case and an arbitration hearing was scheduled, originally for November 2020 but later postponed due to the COVID-19 pandemic and related restrictions on gatherings in the State of California. In addition, following the November 2018 hearing, an automatic stay was placed on the arbitration in connection with the plaintiff filing for personal bankruptcy protection. On October 22, 2021, following a determination by the bankruptcy trustee not to pursue the claims and release them back to the plaintiff, the parties entered into a stipulation to abandon arbitration and return the matter to state court. A case management conference was held on February 23, 2022 at which an initial trial date of May 24, 2023 was set, and the parties have agreed to stipulate to mediation in advance of the trial. On October 20, 2022, the parties filed a joint stipulation to continue the trial and certain deadlines related to the mediation in order to allow plaintiff’s counsel to continue to seek treatment for an ongoing medical issue. On November 1, 2022, based on the parties joint stipulation, the court entered an order continuing the trial date to October 25, 2023, on October 6, 2023, the court entered an order further continuing the trial date to April 24, 2024 , and on March 3, 2024, based on an additional joint stipulation of the parties, the court entered an order continuing the trial date to October 23, 2024.

The Company believes that is has meritorious defenses to the claims alleged in this matter and is defending itself vigorously. However, at this stage, the Company is unable to predict the outcome and possible loss or range of loss, if any, associated with its resolution or any potential effect the matter may have on the Company’s financial position. Depending on the outcome or resolution of this matter, it could have a material effect on the Company’s financial position, results of operations and cash flows.

Note 7 - Accrued Expenses and Other Current Liabilities (Tables)

12 Months Ended

Dec. 31, 2023

Other Current Liabilities [Table Text Block]

	December 31,
	2023		2022
Employee compensation costs	$	1,026,054	$	364,070
Clinical development costs		389,045		23,185
Professional fees		309,062		206,675
State franchise and excise tax		120,456		-
Other		88,659		50,322
Total	$	1,933,276	$	644,252

Note 4 - Merger - Details of Merger (Details) - Merger Agreement [Member]	Aug. 16, 2023 USD ($)
Cash and cash equivalents	$ 12,705,140
Prepaid and other assets	406,488
Accounts payable and accrued expenses	(1,223,871)
Total net assets assumed	11,887,757
Minus: Transaction costs	(1,548,643)
Total net assets assumed minus transaction costs	$ 10,339,114

Note 7 - Accrued Expenses and Other Current Liabilities

12 Months Ended

Dec. 31, 2023

Accounts Payable, Accrued Liabilities, and Other Liabilities Disclosure, Current [Text Block]

7. Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following:

	December 31,
	2023		2022
Employee compensation costs	$	1,026,054	$	364,070
Clinical development costs		389,045		23,185
Professional fees		309,062		206,675
State franchise and excise tax		120,456		-
Other		88,659		50,322
Total	$	1,933,276	$	644,252

Note 8 - Line of Credit

12 Months Ended

Dec. 31, 2023

Debt Disclosure [Text Block]

8. Line of Credit

The Company established a line of credit with a lender during the year ended December 31, 2020 in the amount of $2.5 million with a variable interest rate of 1.75% over the 30-day LIBOR (7.22% and 6.08% at December 31, 2023 and December 31, 2022, respectively). The line is secured by the personal assets of the Company’s Chief Executive Officer and the former Chair of the Board.

No drawdowns were made, and no costs incurred related to the line of credit during the year ended December 31, 2023 or 2022. The line of credit was terminated on February 14, 2024.

Basis of Accounting, Policy [Policy Text Block]

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.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

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

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 470
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//470/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

+ Details

Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Basis of presentation

The consolidated financial statements have been prepared in conformity with US GAAP as defined by the FASB.

Consolidation, Policy [Policy Text Block]

Consolidation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates, Policy [Policy Text Block]

Use of estimates

Concentration Risk, Credit Risk, Policy [Policy Text Block]

Concentration of Credit Risk

Cash and Cash Equivalents, Policy [Policy Text Block]

Cash and Cash Equivalents

Fair Value of Financial Instruments, Policy [Policy Text Block]

Fair Value of Financial Instruments

Level 1 – Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date;

Level 3 – Unobservable inputs that are significant to the measurement of the fair value of the assets or liabilities that are supported by little or no market data.

The following table presents the Company’s assets that are measured at fair value on a recurring basis:

	December 31, 2023
	(Level 1)		(Level 2)		(Level 3)
Assets
Cash equivalents (money market accounts)	$	7,792,846	$	-	$	-
Total assets measured at fair value	$	7,792,846	$	-	$	-

	December 31, 2022
	(Level 1)		(Level 2)		(Level 3)
Assets
Cash equivalents (money market accounts)	$	4,093,579	$	-	$	-
Total assets measured at fair value	$	4,093,579	$	-	$	-

Liabilities
Convertible Notes	$	-	$	-	$	12,414,000
Total liabilities measured at fair value	$	-	$	-	$	12,414,000

The following table presents a roll-forward of the fair value of the Convertible Notes (Note 9) for which fair value is determined by Level 3 inputs:

	Year Ended
	December 31, 2023			December 31, 2022
Beginning balance	$	12,414,000		$	10,025,000
Fair value adjustment		(5,424,251	)		2,389,000
Reclassification to additional paid in capital upon conversion		(6,989,749	)		-
Ending balance	$	-		$	12,414,000

There were no transfers among Level 1, Level 2 or Level 3 categories in the years ended December 31, 2023 or 2022.

Lessee, Leases [Policy Text Block]

Leases

Research and Development Expense, Policy [Policy Text Block]

Research and Development

Legal Costs, Policy [Policy Text Block]

Patent Costs

Share-Based Payment Arrangement [Policy Text Block]

Stock-based Compensation

Expected Dividend Rate—The expected dividend is zero as the Company has not paid, nor does it anticipate paying, any dividends on its stock options in the foreseeable future.

Revenue [Policy Text Block]

Grant Revenue Recognition

The Company generates revenue from government contracts that reimburse the Company for certain allowable costs for funded projects.

Income Tax, Policy [Policy Text Block]

Income Taxes

Earnings Per Share, Policy [Policy Text Block]

Net Loss Per Share

The following potentially dilutive securities outstanding have been excluded from the computation of diluted weighted average shares outstanding, as they would be anti-dilutive:

	December 31,
	2023		2022

Preferred Series A-1		-		1,960,600
Preferred Series A-2		-		335,711
Preferred Series B		-		1,034,890
Warrants		598,457		43,618
Stock options		349,384		114,516
Total		947,841		3,489,335

Segment Reporting, Policy [Policy Text Block]

Segments

New Accounting Pronouncements, Policy [Policy Text Block]

Recently Issued But Not Yet Adopted Accounting Pronouncements

Note 12 - Share-based Compensation - Assumptions (Details)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Dividend yield	0.00%
Share-Based Payment Arrangement, Option [Member]
Expected term (in years) (Year)	5 years 9 months	6 years
Risk-free interest rate		1.90%
Expected volatility		80.30%
Dividend yield	0.00%	0.00%
Share-Based Payment Arrangement, Option [Member] \| Minimum [Member]
Risk-free interest rate	3.90%
Expected volatility	81.70%
Share-Based Payment Arrangement, Option [Member] \| Maximum [Member]
Risk-free interest rate	4.50%
Expected volatility	83.30%

Note 6 - Prepaid Expenses and Other Current Assets (Tables)

12 Months Ended

Dec. 31, 2023

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Table Text Block]

	December 31,
	2023		2022
Prepaid clinical expenses	$	711,362	$	-
Insurance		436,859		9,937
Rent		-		2,455
Prepaid professional services		37,917		-
Other		70,363		51,735
Total	$	1,256,501	$	64,127

Note 8 - Line of Credit (Details Textual) - Line of Credit [Member] - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2023	Dec. 31, 2022
Line of Credit Facility, Maximum Borrowing Capacity	$ 2,500
Line of Credit Facility, Interest Rate at Period End		7.22%	6.08%
Long-Term Line of Credit		$ 0	$ 0
Debt Issuance Costs, Line of Credit Arrangements, Net		$ 0	$ 0
LIBOR [Member]
Debt Instrument, Basis Spread on Variable Rate	1.75%

The carrying value as of the balance sheet date of the current and noncurrent portions of long-term obligations drawn from a line of credit, which is a bank's commitment to make loans up to a specific amount. Examples of items that might be included in the application of this element may consist of letters of credit, standby letters of credit, and revolving credit arrangements, under which borrowings can be made up to a maximum amount as of any point in time conditional on satisfaction of specified terms before, as of and after the date of drawdowns on the line. Includes short-term obligations that would normally be classified as current liabilities but for which (a) postbalance sheet date issuance of a long term obligation to refinance the short term obligation on a long term basis, or (b) the enterprise has entered into a financing agreement that clearly permits the enterprise to refinance the short-term obligation on a long term basis and the following conditions are met (1) the agreement does not expire within 1 year and is not cancelable by the lender except for violation of an objectively determinable provision, (2) no violation exists at the BS date, and (3) the lender has entered into the financing agreement is expected to be financially capable of honoring the agreement.

+ References + Details

Note 3 - Summary of Significant Accounting Policies - Outstanding Dilutive Securities (Details) - shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Preferred Series A-1 (in shares)	947,841	3,489,335
Series A-1 Preferred Stock [Member]
Preferred Series A-1 (in shares)	0	1,960,600
Series A-2 Preferred Stock [Member]
Preferred Series A-1 (in shares)	0	335,711
Series B Preferred Stock [Member]
Preferred Series A-1 (in shares)	0	1,034,890
Warrant [Member]
Preferred Series A-1 (in shares)	598,457	43,618
Share-Based Payment Arrangement, Option [Member]
Preferred Series A-1 (in shares)	349,384	114,516

Note 5 - Significant Agreements and Contracts (Details Textual) - USD ($)		1 Months Ended		12 Months Ended
	Jan. 01, 2024	Feb. 29, 2024	Aug. 31, 2014	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022	Jan. 31, 2023
Research and Development Expense						$ 8,438,499	$ 1,336,469
Revenues						7,144,872	0
Vertex Option and License Agreement [Member]
Research and Development Expense			$ 100,000
Contractual Obligation			117,000,000
Payments for License Agreement			$ 100,000			0	$ 0
National Institute of Aging Grant [Member]
Government Assistance, Amount, Cumulative								$ 21,000,000
Government Assistance, Amount						6,700,000
Revenues						7,100,000
Proceeds From Grants						6,200,000
Grant Funding Remaining						15,800,000
Deferred Revenue, Current						$ 900,000
National Institute of Aging Grant [Member] \| Subsequent Event [Member]
Government Assistance, Amount		$ 7,300,000
Grant Amount, Received, Parentage	90.00%
National Institute of Aging Grant [Member] \| Forecast [Member]
Government Assistance, Amount				$ 6,200,000	$ 8,100,000

Note 9 - Convertible Notes

12 Months Ended

Dec. 31, 2023