Commitments and Contingencies (Details) - USD ($) |
1 Months Ended | 12 Months Ended | |||||
|---|---|---|---|---|---|---|---|
Nov. 01, 2021 |
Aug. 04, 2021 |
Apr. 13, 2021 |
Apr. 09, 2021 |
Sep. 21, 2021 |
Dec. 31, 2021 |
Jul. 13, 2020 |
|
| Commitments and Contingencies (Details) [Line Items] | |||||||
| Consulting agreement annual salary | $ 120,000 | ||||||
| Annually services | $ 50,000 | ||||||
| Subcontract effective term | 1 year | ||||||
| Agreement Description | The agreement includes a base salary of $450,000 per year, Sign-on bonus of $100,000, paid in a lump sum after January 1, 2022, and eligibility for an annual discretionary bonus of up to 75% of the base salary. The 2021 Employment Agreement also includes an option to purchase 200,000 shares of the Company’s common stock, subject to approval by the Board, which include a three year vesting schedule, under which 33% of the total shares subject to the Option will vest 12 months after the vesting commencement date (which will be grant date), and the remainder shall vest in equal tranches quarterly thereinafter until either the Option is fully vested or Executive’s Continuous Service (as defined in the Plan) terminates, whichever occurs first. | ||||||
| Restricted stock (in Shares) | 200,000 | ||||||
| Employee vesting period | The RSU’s shall vest over 3 years with 33 and 1/3% vesting on the employees first anniversary and then quarterly then after over the remaining vesting period. The anticipated RSUs will be governed by the terms and conditions of the Plan and Executive’s grant agreement (the “RSU Agreement”), and will include a three year vesting schedule, under which 33% of the RSUs will vest 12 months after the vesting commencement date (which will be grant date), and the remainder shall vest in equal tranches quarterly thereinafter until either the RSUs are fully vested or Executive’s Continuous Service (as defined in the Plan) terminates, whichever occurs first. | ||||||
| Incentive plan description | Pursuant to the 2021 Incentive Plan, we have reserved 1,280,732 shares of the Common Stock for issuance thereunder, which reserve shall be increased annually beginning on January 1, 2022 and ending on and including January 1, 2031, equal to the lesser of (A) 3% of the aggregate number of shares of Common Stock outstanding on the final day of the immediately preceding calendar year or (B) such smaller number of shares as is determined by our board. | ||||||
| Exercise price | 100.00% | ||||||
| Incentive effective period description | Incentive Plan after 10 years from the date that the 2021 Incentive Plan was adopted. No ISO shall be exercisable after the expiration of 10 years after the effective date of grant of such award, subject to the following sentence. In the case of an ISO granted to a ten percent stockholder, (i) the exercise price shall not be less than 110% of the fair market value of a share on the date of grant of such ISO, and (ii) the exercise period shall not exceed 5 years from the effective date of grant of such ISO. | ||||||
| Stock option granted (in Shares) | 400,000 | ||||||
| Stock option vesting (in Shares) | 100,000 | ||||||
| Shares underlying | 50.00% | ||||||
| Weighted average remaining life | 9 years 7 months 6 days | ||||||
| Aggregate intrinsic value | $ 0 | ||||||
| Stock option description | The fair value of the 400,000 stock options granted was $964,287, of which $426,250 was expensed during the period from inception through December 31, 2021, with unamortized stock compensation remaining as of December 31, 2021 of $538,037. The fair value was determined by the Black-Scholes Option Pricing Model with the following assumptions: stock price of $5.00, exercise price of $5.00 per share, dividend yield of 0%, term of 10 years, volatility of 45.20% to 47.07%, and risk-free rate of 0.96 to 1.29%. | ||||||
| Minimum [Member] | |||||||
| Commitments and Contingencies (Details) [Line Items] | |||||||
| Incentive plan provides | $ 500,000 | ||||||
| Maximum [Member] | |||||||
| Commitments and Contingencies (Details) [Line Items] | |||||||
| Incentive plan provides | $ 750,000 | ||||||
| Dr. Tiago Reis Marques [Member] | |||||||
| Commitments and Contingencies (Details) [Line Items] | |||||||
| Annual base salary | $ 120,000 | ||||||
| Financing over the terms of employment agreement | $ 5,000,000 | ||||||
| Zen Baker Street Clinic [Member] | |||||||
| Commitments and Contingencies (Details) [Line Items] | |||||||
| Percentage of revenues from treatments | 30.00% | ||||||
| Zen Baker Street Clinic [Member] | Portman [Member] | |||||||
| Commitments and Contingencies (Details) [Line Items] | |||||||
| Percentage of revenues from treatments | 70.00% | ||||||
| Zen Knightsbridge Clinic [Member] | |||||||
| Commitments and Contingencies (Details) [Line Items] | |||||||
| Percentage of revenues from treatments | 30.00% | ||||||
| Zen Knightsbridge Clinic [Member] | Purecare [Member] | |||||||
| Commitments and Contingencies (Details) [Line Items] | |||||||
| Percentage of revenues from treatments | 70.00% | ||||||
| Business Support Services Subcontract [Member] | |||||||
| Commitments and Contingencies (Details) [Line Items] | |||||||
| Subcontract effective term | 15 years | ||||||
| Subcontract fees | $ 22,500 |