Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 08, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-41599 | |
Entity Registrant Name | GENELUX CORPORATION | |
Entity Central Index Key | 0001231457 | |
Entity Tax Identification Number | 77-0583529 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 2625 Townsgate Road | |
Entity Address, Address Line Two | Suite 230 | |
Entity Address, City or Town | Westlake Village | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 91361 | |
City Area Code | (805) | |
Local Phone Number | 267-9889 | |
Title of 12(b) Security | Common Stock, par value $0.001 per share | |
Trading Symbol | GNLX | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 26,717,676 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Current Assets | ||
Cash and cash equivalents | $ 29,869 | $ 397 |
Prepaid expenses and other current assets | 1,310 | 1,495 |
Total Current Assets | 31,179 | 1,892 |
Property and equipment, net | 1,022 | 644 |
Right of use assets | 1,779 | 1,335 |
Deferred offering costs | 1,568 | |
Other assets | 92 | 92 |
Total Other Assets | 2,893 | 3,639 |
TOTAL ASSETS | 34,072 | 5,531 |
Current Liabilities | ||
Accounts payable and accrued expenses | 4,009 | 6,775 |
Accrued payroll and payroll taxes | 4,101 | 2,852 |
Accrued interest payable | 1,178 | |
Accrued interest payable - director and shareholders | 38 | 3,817 |
Deferred revenue | 170 | |
Warrant liabilities | 169 | |
Lease liability, current portion | 567 | 266 |
Notes payable - shareholders, net of debt discount of $108 in 2022 | 992 | |
Convertible notes payable - shareholders, current portion, including $40 and $105 past due, respectively | 40 | 15,407 |
Total Current Liabilities | 8,755 | 31,626 |
Long-term Liabilities | ||
Lease liability, long-term portion | 1,289 | 1,164 |
Convertible notes payable, net of debt discount of $541 in 2022 | 8,524 | |
Total Long-term Liabilities | 1,289 | 9,688 |
Total Liabilities | 10,044 | 41,314 |
Shareholders’ Equity (Deficit) | ||
Preferred stock, Series A through K, par value $0.001, 10,000,000 shares authorized as of 9/30/2023 and 29,927,994 authorized as of 12/31/2022; no shares and 22,094,889 shares issued and outstanding, respectively; | 22 | |
Common stock, par value $0.001, 200,000,000 shares authorized; 26,657,906 and 9,126,726 shares issued and outstanding, respectively | 27 | 9 |
Treasury stock, 433,333 shares, at cost | (433) | (433) |
Additional paid-in capital | 239,189 | 154,401 |
Accumulated other comprehensive income | 2 | 2 |
Accumulated deficit | (214,757) | (189,784) |
Total Shareholders’ Equity (Deficit) | 24,028 | (35,783) |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT) | $ 34,072 | $ 5,531 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Debt discount, current | $ 108 | |
Convertible notes payable past due, current | $ 40 | 105 |
Debt discount, noncurrent | $ 541 | |
Preferrred stock, par value | $ 22,095 | |
Preferred stock, shares authorized | 29,927,994 | |
Preferred stock, shares issued | 22,094,889 | |
Preferred stock, shares outstanding | 22,094,889 | |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 26,657,906 | 9,126,726 |
Common stock, shares outstanding | 26,657,906 | 9,126,726 |
Treasury stock, shares | 433,333 | 433,333 |
Series A Through K Preferred Stock [Member] | ||
Preferrred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 29,927,994 |
Preferred stock, shares issued | 0 | 22,094,889 |
Preferred stock, shares outstanding | 0 | 22,094,889 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
Revenues | $ 11,000 | $ 170 | $ 11,000 | |
Operating expenses: | ||||
Research and development | 2,819 | 2,414 | 8,607 | 6,610 |
General and administrative | 2,488 | 2,242 | 8,727 | 4,309 |
Total operating expenses | 5,307 | 4,656 | 17,334 | 10,919 |
Income (loss) from operations | (5,307) | 6,344 | (17,164) | 81 |
Other income (expenses): | ||||
Interest income | 4 | 4 | ||
Interest expense | (286) | (167) | (859) | |
Debt discount amortization | (49) | (649) | (148) | |
Financing costs | (42) | (3,152) | ||
Debt extinguishment costs | (402) | |||
Gain on forgiveness of PPP loan payable | 314 | |||
Total other expenses, net | (38) | (335) | (4,366) | (693) |
Income (loss) before provision for foreign income taxes | (5,345) | 6,009 | (21,530) | (612) |
Provision for foreign income taxes | (1,100) | (1,100) | ||
NET INCOME (LOSS) | $ (5,345) | $ 4,909 | $ (21,530) | $ (1,712) |
INCOME (LOSS) PER COMMON SHARE - BASIC | $ (0.20) | $ 0.54 | $ (0.91) | $ (0.19) |
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING - BASIC | 26,210,068 | 9,117,596 | 23,640,995 | 9,113,039 |
INCOME (LOSS) PER COMMON SHARE - DILUTED | $ (0.20) | $ 0.49 | $ (0.91) | $ (0.19) |
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING - DILUTED | 26,210,068 | 10,073,788 | 23,640,995 | 9,113,039 |
Condensed Statements of Shareho
Condensed Statements of Shareholders' Equity (Deficit) (Unaudited) - USD ($) $ in Thousands | Series A Through K Preferred Stock [Member] Preferred Stock [Member] | Common Stock [Member] | Treasury Stock, Common [Member] | Additional Paid-in Capital [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2021 | $ 22 | $ 9 | $ (433) | $ 151,866 | $ 2 | $ (184,577) | $ (33,111) |
Balance, shares at Dec. 31, 2021 | 22,094,889 | 9,110,060 | (433,333) | ||||
Stock compensation | 2,372 | 2,372 | |||||
Shares issued upon exercise of stock warrants | 120 | 120 | |||||
Shares issued upon exercise of stock warrant, shares | 16,666 | ||||||
Net loss | (1,712) | (1,712) | |||||
Balance at Sep. 30, 2022 | $ 22 | $ 9 | $ (433) | 154,358 | 2 | (186,289) | (32,331) |
Balance, shares at Sep. 30, 2022 | 22,094,889 | 9,126,726 | (433,333) | ||||
Balance at Dec. 31, 2021 | $ 22 | $ 9 | $ (433) | 151,866 | 2 | (184,577) | (33,111) |
Balance, shares at Dec. 31, 2021 | 22,094,889 | 9,110,060 | (433,333) | ||||
Net loss | (5,207) | ||||||
Balance at Dec. 31, 2022 | $ 22 | $ 9 | $ (433) | 154,401 | 2 | (189,784) | (35,783) |
Balance, shares at Dec. 31, 2022 | 22,094,889 | 9,126,726 | (433,333) | ||||
Balance at Jun. 30, 2022 | $ 22 | $ 9 | $ (433) | 152,535 | 2 | (191,198) | (39,063) |
Balance, shares at Jun. 30, 2022 | 22,094,889 | 9,113,393 | (433,333) | ||||
Stock compensation | 1,703 | 1,703 | |||||
Shares issued upon exercise of stock warrants | 120 | 120 | |||||
Shares issued upon exercise of stock warrant, shares | 13,333 | ||||||
Net loss | 4,909 | 4,909 | |||||
Balance at Sep. 30, 2022 | $ 22 | $ 9 | $ (433) | 154,358 | 2 | (186,289) | (32,331) |
Balance, shares at Sep. 30, 2022 | 22,094,889 | 9,126,726 | (433,333) | ||||
Balance at Dec. 31, 2022 | $ 22 | $ 9 | $ (433) | 154,401 | 2 | (189,784) | (35,783) |
Balance, shares at Dec. 31, 2022 | 22,094,889 | 9,126,726 | (433,333) | ||||
Stock compensation | 982 | 982 | |||||
Issuance of common shares upon the closing of private financings, net of offering costs | $ 2 | 25,140 | 25,142 | ||||
Issuance of common shares upon the closing of private financings, net of offering costs, shares | 1,292,079 | ||||||
Fair value of vested restricted stock units | 774 | 774 | |||||
Fair value of vested restricted stock units , shares | 113,500 | ||||||
Cost of stock option repricing | 2,667 | 2,667 | |||||
Fair value of warrants issued in connection with the the conversion of convertible notes payable | 3,152 | 3,152 | |||||
Issuance of common shares upon exercise of stock options | 1,321 | $ 1,321 | |||||
Issuance of common shares upon exercise of stock options, shares | 207,303 | 207,303 | |||||
Shares issued upon exercise of stock warrants | $ 1 | 2,740 | $ 2,741 | ||||
Shares issued upon exercise of stock warrant, shares | 430,086 | ||||||
Net loss | (21,530) | (21,530) | |||||
Issuance of common shares upon the closing of the initial public offering, net of offering costs | $ 3 | 12,629 | 12,632 | ||||
Issuance of common shares upon the closing of the initial public offering, net of offering costs, shares | 2,653,000 | ||||||
Issuance of common shares upon conversion of preferred stock | $ (22) | $ 8 | 14 | ||||
Issuance of common shares upon conversion of preferred stock, shares | (22,094,889) | 8,355,610 | |||||
Issuance of common shares upon conversion of convertible notes payable, accrued interest and loan fees | $ 4 | 29,892 | 29,896 | ||||
Issuance of common shares upon conversion of convertible notes payable, accrued interest and loan fees, shares | 4,134,367 | ||||||
Issuance of common shares upon conversion of preferred stock dividends payable | 3,443 | (3,443) | |||||
Issuance of common shares upon conversion of preferred stock dividends payable, shares | 272,101 | ||||||
Reclassification of warrant liabilities upon the closing of the initial public offering | 169 | 169 | |||||
Conversion of notes payable-shareholders and accrued interest | 1,865 | 1,865 | |||||
Conversion of notes payable-shareholders and accrued interest, shares | 73,134 | ||||||
Balance at Sep. 30, 2023 | $ 27 | $ (433) | 239,189 | 2 | (214,757) | 24,028 | |
Balance, shares at Sep. 30, 2023 | 26,657,906 | (433,333) | |||||
Balance at Jun. 30, 2023 | $ 26 | $ (433) | 232,073 | 2 | (209,412) | 22,256 | |
Balance, shares at Jun. 30, 2023 | 25,855,511 | (433,333) | |||||
Stock compensation | 515 | 515 | |||||
Issuance of common shares upon the closing of private financings, net of offering costs | 3,500 | 3,500 | |||||
Issuance of common shares upon the closing of private financings, net of offering costs, shares | 175,000 | ||||||
Fair value of vested restricted stock units | 147 | 147 | |||||
Fair value of vested restricted stock units , shares | 113,500 | ||||||
Cost of stock option repricing | 25 | 25 | |||||
Fair value of warrants issued in connection with the the conversion of convertible notes payable | 42 | 42 | |||||
Issuance of common shares upon exercise of stock options | 1,321 | 1,321 | |||||
Issuance of common shares upon exercise of stock options, shares | 207,303 | ||||||
Shares issued upon exercise of stock warrants | $ 1 | 1,566 | 1,567 | ||||
Shares issued upon exercise of stock warrant, shares | 306,592 | ||||||
Net loss | (5,345) | (5,345) | |||||
Balance at Sep. 30, 2023 | $ 27 | $ (433) | $ 239,189 | $ 2 | $ (214,757) | $ 24,028 | |
Balance, shares at Sep. 30, 2023 | 26,657,906 | (433,333) |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Cash Flows from Operating Activities | |||||
Net loss | $ (5,345) | $ 4,909 | $ (21,530) | $ (1,712) | $ (5,207) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||||
Depreciation expense | 404 | 415 | |||
Right-of-use assets | 413 | 309 | |||
Amortization of debt discount | 49 | 649 | 148 | ||
Stock compensation | 982 | 2,372 | |||
Fair value of restricted stock units | 774 | ||||
Cost of stock option repricing | 2,667 | ||||
Debt extinguishment costs | 402 | ||||
Fair value of warrants issued in connection with the the conversion of convertible notes payable | 3,152 | ||||
Gain on forgiveness of PPP loan payable | (314) | ||||
(Increase) Decrease in: | |||||
Prepaid expenses and other assets | 185 | (164) | |||
(Decrease) Increase in: | |||||
Accounts payable and accrued expenses | (2,133) | 890 | |||
Accrued payroll and payroll taxes | 1,249 | 92 | |||
Accrued interest payable | 22 | 634 | |||
Deferred revenue | (170) | (4,440) | |||
Lease liability | (431) | (283) | |||
Net cash used in operating activities | (13,365) | (2,053) | (3,571) | ||
Cash Flows from Investing Activities | |||||
Purchases of property and equipment | (782) | (49) | |||
Net cash used in investing activities | (782) | (49) | |||
Cash Flows from Financing Activities | |||||
Proceeds from notes payable - shareholders | 900 | ||||
Repayment of notes payable - shareholders | (685) | ||||
Repayment of convertible notes payable - shareholders | (130) | ||||
Payment of deferred offering costs | (303) | (1,013) | |||
Proceeds from the exercise of stock options | 1,321 | ||||
Proceeds from the exercise of stock warrants | 2,741 | 120 | |||
Proceeds from common stock issued for cash in connection with the closing of the IPO | 14,503 | ||||
Proceeds from common stock issued for cash in connection with the closing of private financings | 25,142 | ||||
Net cash provided by (used in) financing activities | 43,619 | (1,023) | |||
Net increase (decrease) in cash and cash equivalents | 29,472 | (3,125) | |||
Cash and cash equivalents at beginning of period | 397 | 4,495 | 4,495 | ||
Cash and cash equivalents at end of period | $ 29,869 | $ 1,370 | 29,869 | 1,370 | $ 397 |
Supplemental cash flows disclosures: | |||||
Interest paid | 72 | 224 | |||
Taxes paid | |||||
Effect of the extension of right-of-use assets and operating leases | 845 | 686 | |||
Reclassification of deferred offering costs to shareholders’ equity | 1,871 | ||||
Reclassification of warrant liabilities to shareholders’ equity | 169 | ||||
Conversion of convertible notes payable, accrued interest and loan fees to shareholders’ equity | 29,896 | ||||
Conversion of preferred stock to common stock | 22 | ||||
Conversion of dividends payable to shareholders’ equity | 3,443 | ||||
Conversion of notes payable-shareholders and accrued interest to shareholders’ equity | $ 1,463 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION | NOTE 1 – BASIS OF PRESENTATION Organization and Operations Genelux Corporation (“Genelux” or the “Company”), a Delaware Corporation, incorporated on September 4, 2001, is a biomedical company located in Westlake Village, California. The Company is engaged in the research and development of diagnostic and therapeutic solutions for cancer for which there is no effective treatment today. The Company is focused on the development of therapeutic approaches for cancer that are designed to generate a personalized multi-prong attack to overwhelm a tumor’s sophisticated defense mechanisms. Basis of Presentation of Unaudited Financial Information The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all normal recurring adjustments considered necessary for a fair presentation have been included. Operating results for the nine months ended September 30, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. Liquidity and Capital Resources The accompanying condensed financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. During the year ended December 31, 2022, the Company incurred a net loss of $ 5,207 3,571 35,783 21,530 13,365 During the nine months ended September 30, 2023, the Company closed its initial public offering (“IPO”) and the two Private Placements (see Note 9) and received $ 37,774 of net proceeds from these offerings. At September 30, 2023, the Company had cash and cash equivalents on hand in the amount of $ 29,869 . The Company also received commitments through the Private Placements for the funding of an additional $ 24,000 . Initially the additional funds were to be received by November 15, 2023, but, in November 2023, the Company agreed to extend the funding deadline for $ 2,000 22,000 24,028 at September 30, 2023. The Company expects its cash on hand at September 30, 2023 will last for at least the next 12 months. The ability to continue as a going concern is dependent on the Company attaining and maintaining profitable operations in the future and raising additional capital to meet its obligations and repay its liabilities arising from normal business operations when they come due. Since inception, the Company has funded its operations primarily through equity and debt financings, and licensing income, and it expects to continue to rely on these sources of capital in the future. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing, or cause substantial dilution for our stockholders, in case of equity financing, or grant unfavorable terms in licensing future licensing agreements. Reverse Stock Split In August 2022, the Company effected a 1-for-3 reverse stock split |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of the financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the financial statement date and reported amounts of revenue and expenses during the reporting period. Significant estimates are used in the valuation of accruals for potential liabilities, valuations of stock-based compensation, and realization of deferred tax assets, among others. Actual results could differ from these estimates. Income (Loss) Per Share Basic loss per share is computed by dividing net loss applicable to common stockholders by the weighted average number of outstanding common shares during the period. Diluted loss per share is computed by dividing the net loss applicable to common stockholders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued. For the nine months ended September 30, 2023 and 2022, the basic and diluted shares outstanding were the same, as potentially dilutive shares were considered anti-dilutive. The potentially dilutive securities consisted of the following: SCHEDULE OF POTENTIALLY DILUTIVE SECURITIES September 30, September 30, Convertible notes payable - 3,367,486 Common stock equivalent of Series A through K convertible preferred stock - 7,567,630 Stock options 5,097,654 4,201,018 Stock warrants 688,574 738,412 Restricted stock units 57,900 - Stock warrants, issuable in connection with convertible notes payable 180 183,852 Total 5,844,308 16,058,398 Revenue Recognition The Company records revenue under the guidance of Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers (Topic 606) The Company determines revenue recognition through the following steps: ● Identification of the contract, or contracts, with a customer ● Identification of the performance obligations in the contract ● Determination of the transaction price ● Allocation of the transaction price to the performance obligations in the contract ● Recognition of revenue when, or as, we satisfy a performance obligation. Under certain of the Company’s licensing, supply and collaboration agreements, it is entitled to receive payment upon the achievement of contingent milestone events or the performance of obligations. The Company recognizes revenue based on guidance in ASC 606. In evaluating revenue recognition under a license agreement, the Company uses a two-step process for determining whether a promised good or service (including a license of intellectual property) is distinct and, therefore, is a performance obligation: (1) consideration of the individual good or service (i.e., whether the good or service is capable of being distinct); and (2) consideration of whether the good or service is separately identifiable from other promises in the contract (i.e., whether the promise to transfer the good or service is distinct in the context of the contract). Amounts received prior to satisfying the revenue recognition criteria are recorded as deferred revenue on the Company’s balance sheet. Amounts expected to be recognized as revenue in the next 12 months following the balance sheet date are classified as current liabilities. During the year ended December 31, 2022, the Company, under its Newsoara agreement, invoiced and collected $ 170 Cash Equivalents During the three and nine months ended September 30, 2023, the Company invested cash into money market funds. The total amount held in the money market funds at September 30, 2023 was $ 2,254 Deferred Offering Costs The Company capitalizes certain legal, professional, accounting and other third-party fees that are directly associated with in-process equity issuances as deferred offering costs until such equity issuances are consummated. After consummation of the equity issuance, these costs are recorded as a reduction in the capitalized amount associated with the equity issuance. Should the equity issuance be delayed or abandoned, the deferred offering costs will be expensed immediately as a charge to operating expenses in the Statement of Operations. As of December 31, 2022, the Company incurred $ 1,568 303 1,871 Fair Value of Financial Instruments The Company determines the fair value of its assets and liabilities based on the exchange price in U.S. dollars that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The Company uses a fair value hierarchy with three levels of inputs, of which the first two are considered observable and the last unobservable, to measure fair value: ● Level 1 — ● Level 2 — ● Level 3 — Money market funds were valued by the Company using quoted prices in active markets for similar securities, which represent a Level 2 measurement within the fair value hierarchy. Cash equivalents consisted of money market funds at September 30, 2023. The carrying amount of the Company’s warrant liabilities of $ 169 Stock-Based Compensation The Company measures all stock options and other stock-based awards granted based on the fair value of the award on the date of the grant and recognizes compensation expense for those awards over the requisite service period, which is generally the vesting period of the respective award. The Company has elected to recognize forfeitures as they occur. The reversal of compensation cost previously recognized for an award that is forfeited because of a failure to satisfy a service or performance condition is recognized in the period of the forfeiture. Generally, the Company issues stock options with only service-based vesting conditions and records the expense for these awards using the straight-line method over the requisite service period. The Company classifies stock-based compensation expense in its statements of operations in the same manner in which the award recipient’s payroll costs are classified or in which the award recipients’ service payments are classified. The Company was a private company until the completion of its IPO on January 30, 2023. In 2022 and prior, the Company estimated the fair value of common stock using an appropriate valuation methodology, in accordance with the framework of the American Institute of Certified Public Accountants’ Technical Practice Aid, Valuation of Privately-Held Company Equity Securities Issued as Compensation. Each valuation methodology includes estimates and assumptions that require the Company’s judgment. These estimates and assumptions include a number of objective and subjective factors, including external market conditions, guideline public company information, the prices at which the Company sold its common stock to third parties in arms’ length transactions, the rights and preferences of securities senior to the Company’s common stock at the time, and the likelihood of achieving a liquidity event such as an initial public offering or sale. Significant changes to the assumptions used in the valuations could result in different fair values of stock options at each valuation date, as applicable. The fair value of each stock option grant is estimated using the Black-Scholes option-pricing model. The Company was a private company and lacked company-specific historical and implied volatility information. Therefore, it estimated its expected stock volatility based on the historical volatility of a publicly traded set of peer companies within the biotechnology industry with characteristics similar to the Company. The expected term of the Company’s stock options has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options. The expected term of stock options granted to non-employees is equal to the contractual term of the option award. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is zero, based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. Recent Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, Credit Losses—Measurement of Credit Losses on Financial Instruments (“ASC 326”). The standard significantly changes how entities will measure credit losses for most financial assets, including accounts and notes receivables. The standard will replace today’s “incurred loss” approach with an “expected loss” model, under which companies will recognize allowances based on expected rather than incurred losses. Entities will apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. The standard is effective for the Company beginning January 1, 2023. The adoption of ASU 2016-13 did not have a material impact on the Company’s financial position, results of operations, and cash flows. In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options. ASU 2021-04 provides clarification and reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (such as warrants) that remain equity classified after modification or exchange. An issuer measures the effect of a modification or exchange as the difference between the fair value of the modified or exchanged warrant and the fair value of that warrant immediately before modification or exchange. ASU 2021-04 introduces a recognition model that comprises four categories of transactions and the corresponding accounting treatment for each category (equity issuance, debt origination, debt modification, and modifications unrelated to equity issuance and debt origination or modification). ASU 2021-04 is effective for all entities for fiscal years beginning after December 15, 2021. The adoption of ASU 2021-04 did not have a material impact on the Company’s financial statements or disclosures. Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 3 - PROPERTY AND EQUIPMENT Property and equipment consisted of the following at September 30, 2023 and December 31, 2022: SCHEDULE OF PROPERTY AND EQUIPMENT September 30, December 31, Furniture and office equipment $ 148 $ 148 Laboratory equipment 2,762 2,762 Computer equipment 127 127 Leasehold improvements 557 557 Construction-in-progress 782 - Property and equipment, gross 4,376 3,594 Less: accumulated depreciation and amortization (3,354 ) (2,950 ) Property and equipment, net $ 1,022 $ 644 Depreciation expense for the nine months ended September 30, 2023 and 2022 was $ 404 415 |
ACCRUED PAYROLL AND PAYROLL TAX
ACCRUED PAYROLL AND PAYROLL TAXES | 9 Months Ended |
Sep. 30, 2023 | |
Accrued Payroll And Payroll Taxes | |
ACCRUED PAYROLL AND PAYROLL TAXES | NOTE 4 – ACCRUED PAYROLL AND PAYROLL TAXES As of December 31, 2022, the Company had accrued compensation owed to the Company’s Chief Executive Officer, another employee and two former employees that had accrued over a several year period in the amount of $ 2,852 385 1,436 4,101 |
LEASE LIABILITIES
LEASE LIABILITIES | 9 Months Ended |
Sep. 30, 2023 | |
Lease Liabilities | |
LEASE LIABILITIES | NOTE 5 – LEASE LIABILITIES Operating Leases The Company accounts for leases in accordance with ASC 842, which requires a lessee to record a right-of-use asset and a corresponding lease liability at the inception of the lease initially measured at the present value of the lease payments. In July 2018, the Company entered into a long-term non-cancellable lease agreement for its manufacturing facility that requires aggregate average monthly payments of $ 10 option to extend for an additional five years 518 519 4.00 the option to extend the lease for an additional five years 174 860 4.00 686 extended the lease for an additional two-year period, through September 2030, with no changes to any of the other terms of the lease, and has the option to extend the lease for an additional five years. Prior to the extension, the remaining lease liability amounted to $701 909 7.00 208 In December 2020, the Company entered into a long-term non-cancellable lease agreement for a laboratory facility that requires aggregate average monthly payments of $ 18 439 4.00 extended the lease through December 2024, with no changes to any of the other terms of the lease 30 12 649 5.5 637 In July 2021, the Company entered into a long-term non-cancellable lease agreement for its new corporate headquarters that requires aggregate average monthly payments of $ 10 656 4.00 During the nine months ended September 30, 2023 and 2022, the Company made combined aggregate payments of $ 431 283 1,856 1,430 ASC 842 requires recognition in the statement of operations of a single lease cost, calculated so that the cost of the lease is allocated over the lease term, generally on a straight-line basis. During the nine months ended September 30, 2023 and 2022, the Company reflected combined amortization of the right of use assets of $ 413 309 1,779 1,335 Other Leases In November 2019, the Company entered into a short-term lease agreement for one of its office facilities, which was subsequently extended until December 2022 and is currently on a month-to-month basis. Rent expense was $ 27 |
NOTES PAYABLE _ SHAREHOLDERS
NOTES PAYABLE – SHAREHOLDERS | 9 Months Ended |
Sep. 30, 2023 | |
Notes Payable Shareholders | |
NOTES PAYABLE – SHAREHOLDERS | NOTE 6 – NOTES PAYABLE – SHAREHOLDERS During the year ended December 31, 2022, the Company, in anticipation of closing its IPO, entered into note payable agreements with several shareholders totaling $ 1,100 12 1,100 5 During the nine months ended September 30, 2023, the Company extended the due date on the notes until April 30, 2023. During the nine months ended September 30, 2023, the Company borrowed an additional $ 900 600 11 1,400 63 73,134 1,865 69 402 In consideration for the notes issued in 2022, the Company issued the note holders stock warrants to purchase up to an aggregate total of 44,441 169 SCHEDULE OF WARRANTS Exercise price $ 6.00 Expected dividends — Expected volatility 96.0 % Risk free interest rate 3.50 % Life of the warrants 3.0 The Company recognized a liability and recorded a debt discount at the date of issuance in 2022 in the amount of $ 169 61 108 108 |
CONVERTIBLE NOTES PAYABLE _ SHA
CONVERTIBLE NOTES PAYABLE – SHAREHOLDERS | 9 Months Ended |
Sep. 30, 2023 | |
Convertible Notes Payable Shareholders | |
CONVERTIBLE NOTES PAYABLE – SHAREHOLDERS | NOTE 7 – CONVERTIBLE NOTES PAYABLE – SHAREHOLDERS Convertible notes payable to shareholders consisted of the following as of September 30, 2023 and December 31, 2022: SCHEDULE OF CONVERTIBLE NOTES PAYABLE TO SHAREHOLDERS September 30, December 31, Convertible notes payable - shareholders (a) (a) $ 40 $ 7,838 Convertible note payable - shareholder (b) (b) — 1,500 Convertible notes payable – shareholders (c) (c) — 700 Convertible notes payable - shareholders (d) (d) — 5,369 Convertible notes payable - shareholders 40 15,407 Less: current portion (40 ) (15,407 ) Convertible notes payable – shareholders – long - term portion $ — $ — (a) During the years ended December 31, 2011 through 2016, the Company entered into convertible note payable agreements with individuals aggregating to a total amount of $ 7,988 8 25.73 As of December 31, 2022, the principal amount due on the notes aggregated to $ 7,838 2,890 60 36 15 7,778 2,867 Upon the closing of the IPO, all of the principal plus accrued and unpaid interest, except for $ 65 58 1,554,814 6.78 During the nine months ended September 30, 2023, the Company repaid $ 25 20 40 38 8 (b) In April 2016, the Company entered into a convertible note payable agreement with a shareholder in the amount of $ 2,661 11.51 6.78 10 6.78 As of December 31, 2022, total principal of $ 1,500 560 10 1,500 570 Upon the closing of the IPO, all of the principal plus accrued and unpaid loan fees automatically converted into 303,835 6.78 (c) In April 2018, the Company entered into two convertible note payable agreements with a shareholder under which the Company borrowed an aggregate total of $ 700 5.0 12.00 90 As of December 31, 2022, total principal of $ 700 164 3 700 167 Upon the closing of the IPO, all of the principal plus accrued and unpaid interest automatically converted into 160,563 5.40 90 (d) During the years ended December 31, 2019 through 2021, the Company entered into convertible note payable agreements with several shareholders under which the Company borrowed an aggregate amount of $ 5,369 5.0 12.00 90 As of December 31, 2022, total principal of $ 5,369 758 22 5,369 780 Upon the closing of the IPO, all of the principal plus accrued and unpaid interest automatically converted into 1,134,063 5.40 90 217,771 9.00 10.50 180 |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES PAYABLE | NOTE 8 – CONVERTIBLE NOTES PAYABLE Convertible notes payable consisted of the following as of September 30, 2023 and December 31, 2022: SCHEDULE OF CONVERTIBLE NOTES PAYABLE September 30, December 31, Convertible note payable $ — $ 9,065 Less: debt discount — (541 ) Convertible notes payable, net $ — $ 8,524 During the years ended December 31, 2020 and 2021, the Company entered into convertible note payable agreements with an investing group under which the Company borrowed an aggregate amount of $ 9,065 6.0 10.50 146,641 10.50 70,265 As of December 31, 2022, the Company owed $ 9,065 1,178 45 9,065 1,223 The Company calculated the relative fair value of the warrants issued to the noteholder and recognized a debt discount at the date of issuance. The note discount is being amortized over the term of the note and the unamortized portion is recognized as a reduction to the carrying amount of the note (a valuation debt discount). As of December 31, 2022, the notes had an unamortized debt discount balance of $ 541 541 Upon the closing of the IPO, all of the principal plus accrued and unpaid interest automatically converted into 979,619 10.50 |
SHAREHOLDERS_ EQUITY
SHAREHOLDERS’ EQUITY | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
SHAREHOLDERS’ EQUITY | NOTE 9 - SHAREHOLDERS’ EQUITY Preferred Stock As of December 31, 2022, authorized shares and shares issued and outstanding of the Company’s preferred stock by series were as follows: SCHEDULE OF PREFERRED STOCK Authorized Issued and Par Series A Preferred Stock 4,500,000 4,500,000 4,500 Series B Preferred Stock 608,000 608,000 608 Series C Preferred Stock 5,000,000 5,000,000 5,000 Series D Preferred Stock 3,000,000 3,000,000 3,000 Series E Preferred Stock 1,591,994 1,591,994 1,592 Series F Preferred Stock 953,000 953,000 953 Series H Preferred Stock 5,000,000 536,000 536 Series I Preferred Stock 2,775,000 2,757,442 2,757 Series J Preferred Stock 2,500,000 1,281,600 1,282 Series K Preferred Stock 4,000,000 1,866,853 1,867 Total 29,927,994 22,094,889 22,095 Upon the closing of the Company’s IPO on January 30, 2023, all of the Company’s 22,094,889 8,355,610 991,172 As of January 30, 2023, earned but undeclared and unpaid Series H dividends were $ 3,443 272,101 In January 2023, the Company’s Certificate of Incorporation with the state of Delaware was amended to change the number of authorized preferred shares from 29,927,994 10,000,000 Common Stock Authorized Shares The Company’s Certificate of Incorporation authorizes the Company to issue up to 200,000,000 26,657,906 9,126,726 In January 2023, the Company’s Certificate of Incorporation with the state of Delaware was amended to change the number of authorized common shares from 75,000,000 200,000,000 Common Stock Issued for Cash Upon Closing of the Company’s IPO On January 30, 2023, the Company completed its underwritten IPO of its common stock, in which the Company issued and sold 2,500,000 6.00 153,000 6.00 15,918 12,632 Common Stock Issued for Cash Upon Closing of the Company’s Private Placements On May 12, 2023, the Company entered into a securities purchase agreement (the “PIPE 1 SPA”) with certain investors (the “PIPE 1 Purchasers”), pursuant to which the Company agreed to sell and issue 1,665,213 20.00 33,300 1,463 17,500 6,000 17,500 1,017,079 20,342 19,842 On June 9, 2023, the Company entered into another securities purchase agreement (the “PIPE 2 SPA”, and, together with the PIPE 1 SPA, the “Purchase Agreements”) with certain investors (the “PIPE 2 Purchasers”), pursuant to which the Company agreed to sell and issue 900,000 20.00 18,000 12,500 275,000 5,500 5,300 As of September 30, 2023, the Company sold 1,292,079 25,842 25,142 6,000 30,000 In November 2023, we agreed to extend the funding deadline for $ 2,000 22,000 Grant of Restricted Stock Units The following table summarizes restricted common stock activity during the nine months ended September 30, 2023: SCHEDULE OF RESTRICTED COMMON STOCK ACTIVITY Weighted Number of Average Grant Restricted Date Fair Shares Fair Value Value Non-vested, December 31, 2022 - $ - - Granted 171,400 2,043 11.92 Vested (113,500 ) (774 ) 6.57 Forfeited - - - Non-vested, September 30, 2023 57,900 $ 1,269 $ 22.40 On February 17, 2023, the Company’s Board of Directors approved the issuance of a combined total of 113,500 746 During the nine months ended September 30, 2023, the Company’s Board of Directors approved the issuance of a combined total of 57,900 1,297 During the nine months ended September 30, 2023, the Company recorded $ 774 1,269 Stock Options In August 2009, the Company’s Board of Directors approved the adoption of the 2009 Equity Incentive Plan (“the 2009 Plan”). The 2009 Plan was initiated to encourage and enable employees, directors and consultants of the Company to acquire and retain a proprietary interest in the Company by ownership of its common stock. A total of 6,166,666 In September 2018, the Company’s Board of Directors approved the adoption of the 2019 Equity Incentive Plan (“the 2019 Plan”). The 2019 Plan was initiated to encourage and enable employees, directors and consultants of the Company to acquire and retain a proprietary interest in the Company by ownership of its common stock. The 2019 Plan allows for the following types of awards: (i) Incentive Stock Options; (ii) Nonstatutory Stock Options; (iii) Stock Appreciation Rights; (iv) Restricted Stock Awards; (v) Restricted Stock Unit Awards; (vi) Other Stock Awards. The maximum number of shares of our common stock that may be issued under our 2019 Plan is 2,059,073 3,774,260 5,833,333 1,632,314 In June 2022, the Company’s Board of Directors approved the adoption of the 2022 Equity Incentive Plan (“the 2022 Plan”). The 2022 Plan provides for the grant of incentive stock options (ISOs), to employees, including employees of any parent or subsidiary, and for the grant of nonstatutory stock options (NSOs), stock appreciation rights, restricted stock awards, restricted stock unit awards, performance awards and other forms of stock awards to employees, directors, and consultants, including employees and consultants of our affiliates. The 2022 Plan is a successor to the 2019 Plan. No further grants will be made under the 2019 Plan. The maximum number of shares of the Company’s common stock under the 2022 Plan that may be issued is 2,800,000 5 659,638 12,359 113,500 2,026,862 In September 2023, the Company’s Board of Directors approved the adoption of the Company’s 2023 Inducement Plan (the “Inducement Plan”) to reserve 1,000,000 444,300 8,031 555,700 Option exercise prices are set forth in the Grant Notice, without commission or other charge, provided however, that the price per share of the shares subject to the option shall not be less than the greater of (i) 100% of the fair market value of a share of stock on the grant date, or (ii) 110% of the fair market value of a share of stock on the grant date in the case of a Participant then owning more than 10% of the total combined voting power of all classes of stock of the Company or any “subsidiary corporation” of the Company or any “parent corporation” of the Company. The Company’s policy is to recognize compensation cost for awards with only service conditions on a straight- line basis over the requisite service period for the entire award. Additionally, the Company’s policy is to issue new shares of common stock to satisfy stock option exercises. The Company applied fair value accounting for all share-based payments awards. The fair value of each option granted is estimated on the date of grant using the Black-Scholes option-pricing model. Stock Option Grants during the Nine Months Ended September 30, 2023 During the nine months ended September 30, 2023, under its 2022 Plan and Inducement Plan, the Company’s Board of Directors approved the granting of options to certain employees and directors to purchase 1,103,938 22.40 vest over various periods, but none longer than four years, expire ten years from the date of grant 20,390 The assumptions used for the options granted during the nine months ended September 30, 2023 are as follows: SCHEDULE OF OPTION GRANTED Exercise price $ 22.40 Expected dividends — Expected volatility 100.0 % Risk free interest rate 4.4 % Expected life of options 5.5 6.3 During the nine months ended September 30, 2023, the Company recorded $ 982 21,385 73,438 At the time of the issuances of stock options, the Company believed the Company’s estimates of the fair value for financial reporting purposes of the Company’s common stock were reasonable and consistent with the Company’s understanding of how similarly situated companies in the industry were valued. The table below summarizes the Company’s stock option activities for the nine months ended September 30, 2023: SCHEDULE OF STOCK OPTION ACTIVITY Exercise Weighted Number of Price Range Average Option Shares Per Share Exercise Price Balance, December 31, 2022 4,201,019 $ 6.00 10.50 $ 6.09 Granted 1,103,938 22.40 22.40 Cancelled — — — Exercised (207,303 ) 6.00 10.50 6.39 Expired — — — Balance, September 30, 2023 5,097,654 $ 6.00 22.40 $ 9.61 Vested and exercisable, September 30, 2023 3,828,435 $ 6.00 10.50 $ 6.08 Unvested, September 30, 2023 1,269,219 $ 6.00 22.40 $ 20.26 The following table summarizes information concerning outstanding and exercisable options as of September 30, 2023: SCHEDULE OF OUTSTANDING AND EXERCISABLE OPTIONS Options Outstanding Options Exercisable Average Average Remaining Weighted Remaining Weighted Range of Exercise Number Contractual Average Number Contractual Average Prices Outstanding (in years) Price Exercisable (in years) Price $ 6.00 3,903,617 4.73 $ 6.00 3,738,336 4.58 $ 6.00 9.00 10.50 90,099 2.28 9.52 90,099 2.28 9.52 22.40 1,103,938 9.94 22.40 — — — $ 6.00 22.40 5,097,654 5.82 $ 9.61 3,828,435 4.53 $ 6.08 Stock Option Repricing In September 2022, the Company’s Board of Directors approved a stock option repricing whereby the exercise prices of previously granted and unexercised options held by certain employees, directors and key advisers with exercise prices between $ 9.00 10.50 4,092,887 9.00 10.50 6.00 2,796,400 2,733 2,667 Stock Option Exercises During the nine months ended September 30, 2023, a total of 207,303 1,321 Stock Warrants The table below summarizes the Company’s warrants activities for the nine months ended September 30, 2023: SCHEDULE OF WARRANTS ACTIVITY Exercise Weighted Number of Price Range Average Warrant Shares Per Share Exercise Price Balance, December 31, 2022 725,174 $ 3.00 10.50 $ 8.24 Granted 447,906 5.40 10.50 7.87 Cancelled (36 ) 9.00 9.00 Exercised (479,708 ) 9.00 10.50 8.31 Expired (4,762 ) 10.50 10.50 Balance, September 30, 2023 688,574 $ 3.00 10.50 $ 7.94 Vested and exercisable, September 30, 2023 688,574 $ 3.00 10.50 $ 7.94 The following table summarizes information concerning outstanding and exercisable warrants as of September 30, 2023: SCHEDULE OF OUTSTANDING AND EXERCISABLE WARRANTS Warrants Outstanding Warrants Exercisable Average Average Remaining Weighted Remaining Weighted Range of Exercise Number Contractual Average Number Contractual Average Prices Outstanding (in years) Price Exercisable (in years) Price $ 3.00 133,333 3.42 $ 3.00 133,333 3.42 $ 3.00 3.01 10.49 395,564 2.41 8.58 395,564 2.41 8.58 10.50 159,677 1.85 10.50 159,677 1.85 10.50 $ 3.00 10.50 688,574 2.48 $ 7.94 688,574 2.48 $ 7.94 Upon the closing of the IPO and the overallotment exercises, the Company agreed to issue the underwriters warrants entitling them to purchase up to 185,694 shares of the Company’s common stock. The warrants have an exercise price of $ 6.00 per share and expire on the fifth anniversary of the closing date of the IPO, or January 2028. During the nine months ended September 30, 2023, the underwriters completed cashless exercises of their warrants to purchase 182,574 shares of common stock at an exercise price of $ 6.00 per share . Pursuant to this exercise, the warrant holder received 137,952 shares of the Company’s common stock. As of September 30, 2023, a total of 3,120 shares were still outstanding. During the nine months ended September 30, 2023, the Company granted warrants to certain of its lenders to purchase up to 44,441 5.40 During the nine months ended September 30, 2023, the Company granted warrants to certain of its lenders to purchase up to 217,771 9.00 10.50 3,152 217,591 2,173 During the nine months ended September 30, 2023, a warrant holder completed a cashless exercise of a warrant to purchase 16,666 9.00 11,666 62,877 568 The aggregate intrinsic value for warrant shares outstanding at September 30, 2023 was $ 10,487 |
LEGAL MATTERS
LEGAL MATTERS | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
LEGAL MATTERS | NOTE 10 - LEGAL MATTERS As of September 30, 2023, we were involved in one pending litigation. Although the results of legal proceedings could not be predicted with certainty as of that date, we did not believe that there was a reasonable possibility that the final outcome of this matter would have a material adverse effect on our business or financial results. Subsequently, on October 27, 2023, the Los Angeles County Superior Court granted the Company’s motion for summary judgment on all outstanding claims with prejudice. On November 6, 2023, the court issued an order and final judgment confirming its ruling. In the future, we may be involved in additional actual and/or threatened legal proceedings, claims, investigations and government inquiries arising in the ordinary course of our business, including legal proceedings, claims, investigations and government inquiries involving intellectual property, data privacy and security, other torts, illegal or objectionable content, consumer protection, securities, employment, contractual rights, civil rights infringement, false or misleading advertising, or other legal claims relating to our business. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 11 - SUBSEQUENT EVENTS In November 2023, in relation to the Company’s Private Placements (see Note 9) the Company agreed to extend the funding deadline for $ 2,000 22,000 Subsequent to September 30, 2023, the Company entered into a long-term non-cancellable lease agreement for a new manufacturing facility that requires aggregate average monthly payments of $ 13 The lease terminates in September 2030, and the Company has the option to extend the lease for an additional five years. 826 7.00 Subsequent to September 30, 2023, an underwriter of the Company’s IPO completed a cashless exercise of their warrant to purchase 3,120 6.00 2,351 Subsequent to September 30, 2023, a warrant holder completed a cashless exercise of their warrant to purchase 146,641 10.50 70,265 Subsequent to September 30, 2023, an option holder exercised their options to purchase 10,400 6.00 10,400 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of the financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the financial statement date and reported amounts of revenue and expenses during the reporting period. Significant estimates are used in the valuation of accruals for potential liabilities, valuations of stock-based compensation, and realization of deferred tax assets, among others. Actual results could differ from these estimates. |
Income (Loss) Per Share | Income (Loss) Per Share Basic loss per share is computed by dividing net loss applicable to common stockholders by the weighted average number of outstanding common shares during the period. Diluted loss per share is computed by dividing the net loss applicable to common stockholders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued. For the nine months ended September 30, 2023 and 2022, the basic and diluted shares outstanding were the same, as potentially dilutive shares were considered anti-dilutive. The potentially dilutive securities consisted of the following: SCHEDULE OF POTENTIALLY DILUTIVE SECURITIES September 30, September 30, Convertible notes payable - 3,367,486 Common stock equivalent of Series A through K convertible preferred stock - 7,567,630 Stock options 5,097,654 4,201,018 Stock warrants 688,574 738,412 Restricted stock units 57,900 - Stock warrants, issuable in connection with convertible notes payable 180 183,852 Total 5,844,308 16,058,398 |
Revenue Recognition | Revenue Recognition The Company records revenue under the guidance of Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers (Topic 606) The Company determines revenue recognition through the following steps: ● Identification of the contract, or contracts, with a customer ● Identification of the performance obligations in the contract ● Determination of the transaction price ● Allocation of the transaction price to the performance obligations in the contract ● Recognition of revenue when, or as, we satisfy a performance obligation. Under certain of the Company’s licensing, supply and collaboration agreements, it is entitled to receive payment upon the achievement of contingent milestone events or the performance of obligations. The Company recognizes revenue based on guidance in ASC 606. In evaluating revenue recognition under a license agreement, the Company uses a two-step process for determining whether a promised good or service (including a license of intellectual property) is distinct and, therefore, is a performance obligation: (1) consideration of the individual good or service (i.e., whether the good or service is capable of being distinct); and (2) consideration of whether the good or service is separately identifiable from other promises in the contract (i.e., whether the promise to transfer the good or service is distinct in the context of the contract). Amounts received prior to satisfying the revenue recognition criteria are recorded as deferred revenue on the Company’s balance sheet. Amounts expected to be recognized as revenue in the next 12 months following the balance sheet date are classified as current liabilities. During the year ended December 31, 2022, the Company, under its Newsoara agreement, invoiced and collected $ 170 |
Cash Equivalents | Cash Equivalents During the three and nine months ended September 30, 2023, the Company invested cash into money market funds. The total amount held in the money market funds at September 30, 2023 was $ 2,254 |
Deferred Offering Costs | Deferred Offering Costs The Company capitalizes certain legal, professional, accounting and other third-party fees that are directly associated with in-process equity issuances as deferred offering costs until such equity issuances are consummated. After consummation of the equity issuance, these costs are recorded as a reduction in the capitalized amount associated with the equity issuance. Should the equity issuance be delayed or abandoned, the deferred offering costs will be expensed immediately as a charge to operating expenses in the Statement of Operations. As of December 31, 2022, the Company incurred $ 1,568 303 1,871 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company determines the fair value of its assets and liabilities based on the exchange price in U.S. dollars that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The Company uses a fair value hierarchy with three levels of inputs, of which the first two are considered observable and the last unobservable, to measure fair value: ● Level 1 — ● Level 2 — ● Level 3 — Money market funds were valued by the Company using quoted prices in active markets for similar securities, which represent a Level 2 measurement within the fair value hierarchy. Cash equivalents consisted of money market funds at September 30, 2023. The carrying amount of the Company’s warrant liabilities of $ 169 |
Stock-Based Compensation | Stock-Based Compensation The Company measures all stock options and other stock-based awards granted based on the fair value of the award on the date of the grant and recognizes compensation expense for those awards over the requisite service period, which is generally the vesting period of the respective award. The Company has elected to recognize forfeitures as they occur. The reversal of compensation cost previously recognized for an award that is forfeited because of a failure to satisfy a service or performance condition is recognized in the period of the forfeiture. Generally, the Company issues stock options with only service-based vesting conditions and records the expense for these awards using the straight-line method over the requisite service period. The Company classifies stock-based compensation expense in its statements of operations in the same manner in which the award recipient’s payroll costs are classified or in which the award recipients’ service payments are classified. The Company was a private company until the completion of its IPO on January 30, 2023. In 2022 and prior, the Company estimated the fair value of common stock using an appropriate valuation methodology, in accordance with the framework of the American Institute of Certified Public Accountants’ Technical Practice Aid, Valuation of Privately-Held Company Equity Securities Issued as Compensation. Each valuation methodology includes estimates and assumptions that require the Company’s judgment. These estimates and assumptions include a number of objective and subjective factors, including external market conditions, guideline public company information, the prices at which the Company sold its common stock to third parties in arms’ length transactions, the rights and preferences of securities senior to the Company’s common stock at the time, and the likelihood of achieving a liquidity event such as an initial public offering or sale. Significant changes to the assumptions used in the valuations could result in different fair values of stock options at each valuation date, as applicable. The fair value of each stock option grant is estimated using the Black-Scholes option-pricing model. The Company was a private company and lacked company-specific historical and implied volatility information. Therefore, it estimated its expected stock volatility based on the historical volatility of a publicly traded set of peer companies within the biotechnology industry with characteristics similar to the Company. The expected term of the Company’s stock options has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options. The expected term of stock options granted to non-employees is equal to the contractual term of the option award. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is zero, based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, Credit Losses—Measurement of Credit Losses on Financial Instruments (“ASC 326”). The standard significantly changes how entities will measure credit losses for most financial assets, including accounts and notes receivables. The standard will replace today’s “incurred loss” approach with an “expected loss” model, under which companies will recognize allowances based on expected rather than incurred losses. Entities will apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. The standard is effective for the Company beginning January 1, 2023. The adoption of ASU 2016-13 did not have a material impact on the Company’s financial position, results of operations, and cash flows. In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options. ASU 2021-04 provides clarification and reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (such as warrants) that remain equity classified after modification or exchange. An issuer measures the effect of a modification or exchange as the difference between the fair value of the modified or exchanged warrant and the fair value of that warrant immediately before modification or exchange. ASU 2021-04 introduces a recognition model that comprises four categories of transactions and the corresponding accounting treatment for each category (equity issuance, debt origination, debt modification, and modifications unrelated to equity issuance and debt origination or modification). ASU 2021-04 is effective for all entities for fiscal years beginning after December 15, 2021. The adoption of ASU 2021-04 did not have a material impact on the Company’s financial statements or disclosures. Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
SCHEDULE OF POTENTIALLY DILUTIVE SECURITIES | SCHEDULE OF POTENTIALLY DILUTIVE SECURITIES September 30, September 30, Convertible notes payable - 3,367,486 Common stock equivalent of Series A through K convertible preferred stock - 7,567,630 Stock options 5,097,654 4,201,018 Stock warrants 688,574 738,412 Restricted stock units 57,900 - Stock warrants, issuable in connection with convertible notes payable 180 183,852 Total 5,844,308 16,058,398 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY AND EQUIPMENT | Property and equipment consisted of the following at September 30, 2023 and December 31, 2022: SCHEDULE OF PROPERTY AND EQUIPMENT September 30, December 31, Furniture and office equipment $ 148 $ 148 Laboratory equipment 2,762 2,762 Computer equipment 127 127 Leasehold improvements 557 557 Construction-in-progress 782 - Property and equipment, gross 4,376 3,594 Less: accumulated depreciation and amortization (3,354 ) (2,950 ) Property and equipment, net $ 1,022 $ 644 |
NOTES PAYABLE _ SHAREHOLDERS (T
NOTES PAYABLE – SHAREHOLDERS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Notes Payable Shareholders | |
SCHEDULE OF WARRANTS | SCHEDULE OF WARRANTS Exercise price $ 6.00 Expected dividends — Expected volatility 96.0 % Risk free interest rate 3.50 % Life of the warrants 3.0 |
CONVERTIBLE NOTES PAYABLE _ S_2
CONVERTIBLE NOTES PAYABLE – SHAREHOLDERS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Convertible Notes Payable Shareholders | |
SCHEDULE OF CONVERTIBLE NOTES PAYABLE TO SHAREHOLDERS | Convertible notes payable to shareholders consisted of the following as of September 30, 2023 and December 31, 2022: SCHEDULE OF CONVERTIBLE NOTES PAYABLE TO SHAREHOLDERS September 30, December 31, Convertible notes payable - shareholders (a) (a) $ 40 $ 7,838 Convertible note payable - shareholder (b) (b) — 1,500 Convertible notes payable – shareholders (c) (c) — 700 Convertible notes payable - shareholders (d) (d) — 5,369 Convertible notes payable - shareholders 40 15,407 Less: current portion (40 ) (15,407 ) Convertible notes payable – shareholders – long - term portion $ — $ — (a) During the years ended December 31, 2011 through 2016, the Company entered into convertible note payable agreements with individuals aggregating to a total amount of $ 7,988 8 25.73 As of December 31, 2022, the principal amount due on the notes aggregated to $ 7,838 2,890 60 36 15 7,778 2,867 Upon the closing of the IPO, all of the principal plus accrued and unpaid interest, except for $ 65 58 1,554,814 6.78 During the nine months ended September 30, 2023, the Company repaid $ 25 20 40 38 8 (b) In April 2016, the Company entered into a convertible note payable agreement with a shareholder in the amount of $ 2,661 11.51 6.78 10 6.78 As of December 31, 2022, total principal of $ 1,500 560 10 1,500 570 Upon the closing of the IPO, all of the principal plus accrued and unpaid loan fees automatically converted into 303,835 6.78 (c) In April 2018, the Company entered into two convertible note payable agreements with a shareholder under which the Company borrowed an aggregate total of $ 700 5.0 12.00 90 As of December 31, 2022, total principal of $ 700 164 3 700 167 Upon the closing of the IPO, all of the principal plus accrued and unpaid interest automatically converted into 160,563 5.40 90 (d) During the years ended December 31, 2019 through 2021, the Company entered into convertible note payable agreements with several shareholders under which the Company borrowed an aggregate amount of $ 5,369 5.0 12.00 90 As of December 31, 2022, total principal of $ 5,369 758 22 5,369 780 Upon the closing of the IPO, all of the principal plus accrued and unpaid interest automatically converted into 1,134,063 5.40 90 217,771 9.00 10.50 180 |
CONVERTIBLE NOTES PAYABLE (Tabl
CONVERTIBLE NOTES PAYABLE (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF CONVERTIBLE NOTES PAYABLE | Convertible notes payable consisted of the following as of September 30, 2023 and December 31, 2022: SCHEDULE OF CONVERTIBLE NOTES PAYABLE September 30, December 31, Convertible note payable $ — $ 9,065 Less: debt discount — (541 ) Convertible notes payable, net $ — $ 8,524 |
SHAREHOLDERS_ EQUITY (Tables)
SHAREHOLDERS’ EQUITY (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
SCHEDULE OF PREFERRED STOCK | As of December 31, 2022, authorized shares and shares issued and outstanding of the Company’s preferred stock by series were as follows: SCHEDULE OF PREFERRED STOCK Authorized Issued and Par Series A Preferred Stock 4,500,000 4,500,000 4,500 Series B Preferred Stock 608,000 608,000 608 Series C Preferred Stock 5,000,000 5,000,000 5,000 Series D Preferred Stock 3,000,000 3,000,000 3,000 Series E Preferred Stock 1,591,994 1,591,994 1,592 Series F Preferred Stock 953,000 953,000 953 Series H Preferred Stock 5,000,000 536,000 536 Series I Preferred Stock 2,775,000 2,757,442 2,757 Series J Preferred Stock 2,500,000 1,281,600 1,282 Series K Preferred Stock 4,000,000 1,866,853 1,867 Total 29,927,994 22,094,889 22,095 |
SCHEDULE OF RESTRICTED COMMON STOCK ACTIVITY | The following table summarizes restricted common stock activity during the nine months ended September 30, 2023: SCHEDULE OF RESTRICTED COMMON STOCK ACTIVITY Weighted Number of Average Grant Restricted Date Fair Shares Fair Value Value Non-vested, December 31, 2022 - $ - - Granted 171,400 2,043 11.92 Vested (113,500 ) (774 ) 6.57 Forfeited - - - Non-vested, September 30, 2023 57,900 $ 1,269 $ 22.40 |
SCHEDULE OF OPTION GRANTED | The assumptions used for the options granted during the nine months ended September 30, 2023 are as follows: SCHEDULE OF OPTION GRANTED Exercise price $ 22.40 Expected dividends — Expected volatility 100.0 % Risk free interest rate 4.4 % Expected life of options 5.5 6.3 |
SCHEDULE OF STOCK OPTION ACTIVITY | The table below summarizes the Company’s stock option activities for the nine months ended September 30, 2023: SCHEDULE OF STOCK OPTION ACTIVITY Exercise Weighted Number of Price Range Average Option Shares Per Share Exercise Price Balance, December 31, 2022 4,201,019 $ 6.00 10.50 $ 6.09 Granted 1,103,938 22.40 22.40 Cancelled — — — Exercised (207,303 ) 6.00 10.50 6.39 Expired — — — Balance, September 30, 2023 5,097,654 $ 6.00 22.40 $ 9.61 Vested and exercisable, September 30, 2023 3,828,435 $ 6.00 10.50 $ 6.08 Unvested, September 30, 2023 1,269,219 $ 6.00 22.40 $ 20.26 |
SCHEDULE OF OUTSTANDING AND EXERCISABLE OPTIONS | The following table summarizes information concerning outstanding and exercisable options as of September 30, 2023: SCHEDULE OF OUTSTANDING AND EXERCISABLE OPTIONS Options Outstanding Options Exercisable Average Average Remaining Weighted Remaining Weighted Range of Exercise Number Contractual Average Number Contractual Average Prices Outstanding (in years) Price Exercisable (in years) Price $ 6.00 3,903,617 4.73 $ 6.00 3,738,336 4.58 $ 6.00 9.00 10.50 90,099 2.28 9.52 90,099 2.28 9.52 22.40 1,103,938 9.94 22.40 — — — $ 6.00 22.40 5,097,654 5.82 $ 9.61 3,828,435 4.53 $ 6.08 |
SCHEDULE OF WARRANTS ACTIVITY | The table below summarizes the Company’s warrants activities for the nine months ended September 30, 2023: SCHEDULE OF WARRANTS ACTIVITY Exercise Weighted Number of Price Range Average Warrant Shares Per Share Exercise Price Balance, December 31, 2022 725,174 $ 3.00 10.50 $ 8.24 Granted 447,906 5.40 10.50 7.87 Cancelled (36 ) 9.00 9.00 Exercised (479,708 ) 9.00 10.50 8.31 Expired (4,762 ) 10.50 10.50 Balance, September 30, 2023 688,574 $ 3.00 10.50 $ 7.94 Vested and exercisable, September 30, 2023 688,574 $ 3.00 10.50 $ 7.94 |
SCHEDULE OF OUTSTANDING AND EXERCISABLE WARRANTS | The following table summarizes information concerning outstanding and exercisable warrants as of September 30, 2023: SCHEDULE OF OUTSTANDING AND EXERCISABLE WARRANTS Warrants Outstanding Warrants Exercisable Average Average Remaining Weighted Remaining Weighted Range of Exercise Number Contractual Average Number Contractual Average Prices Outstanding (in years) Price Exercisable (in years) Price $ 3.00 133,333 3.42 $ 3.00 133,333 3.42 $ 3.00 3.01 10.49 395,564 2.41 8.58 395,564 2.41 8.58 10.50 159,677 1.85 10.50 159,677 1.85 10.50 $ 3.00 10.50 688,574 2.48 $ 7.94 688,574 2.48 $ 7.94 |
BASIS OF PRESENTATION (Details
BASIS OF PRESENTATION (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Feb. 28, 2023 | Aug. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Nov. 30, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2021 | |
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Net income (loss) | $ 5,345 | $ (4,909) | $ 21,530 | $ 1,712 | $ 5,207 | ||||||
Cash used in operations | 13,365 | 2,053 | 3,571 | ||||||||
Shareholders' deficit | (24,028) | 32,331 | (24,028) | 32,331 | 35,783 | $ (22,256) | $ 39,063 | $ 33,111 | |||
Net proceeds | 14,503 | ||||||||||
Cash and cash equivalents on hand | 29,869 | 29,869 | 397 | ||||||||
Additional commitments received | 24,000 | 24,000 | |||||||||
Shareholders' equity | $ 24,028 | $ (32,331) | 24,028 | $ (32,331) | $ (35,783) | $ 22,256 | $ (39,063) | $ (33,111) | |||
Reverse stock split | 1-for-3 reverse stock split | ||||||||||
Subsequent Event [Member] | March Thirty One Two Thousand Twenty Four [Member] | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Investments | $ 2,000 | ||||||||||
IPO [Member] | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Net proceeds | $ 15,918 | $ 37,774 | |||||||||
Private Placement [Member] | Subsequent Event [Member] | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Investments | $ 22,000 |
SCHEDULE OF POTENTIALLY DILUTIV
SCHEDULE OF POTENTIALLY DILUTIVE SECURITIES (Details) - shares | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 5,844,308 | 16,058,398 |
Convertible Debt Securities [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 3,367,486 | |
Common Stock Equivalent Of Series A Through K Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 7,567,630 | |
Share-Based Payment Arrangement, Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 5,097,654 | 4,201,018 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 688,574 | 738,412 |
Restricted Stock Units (RSUs) [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 57,900 | |
Stock Warrants Issuable Upon Conversion Of Notes Payable [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 180 | 183,852 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Product Information [Line Items] | |||||
Revenue | $ 11,000 | $ 170 | $ 11,000 | ||
Deferred offering costs | 303 | 303 | |||
Fair Value, Inputs, Level 3 [Member] | |||||
Product Information [Line Items] | |||||
Warrant liabilities | $ 169 | ||||
IPO [Member] | |||||
Product Information [Line Items] | |||||
Deferred offering costs | 1,871 | 1,871 | 1,568 | ||
Money Market Funds [Member] | |||||
Product Information [Line Items] | |||||
Cash | $ 2,254 | $ 2,254 | |||
Newsoara Agreement [Member] | Supplying Product [Member] | |||||
Product Information [Line Items] | |||||
Revenue | $ 170 |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 4,376 | $ 3,594 |
Less: accumulated depreciation and amortization | (3,354) | (2,950) |
Property and equipment, net | 1,022 | 644 |
Furniture And Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 148 | 148 |
Laboratory Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 2,762 | 2,762 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 127 | 127 |
Leaseholds and Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 557 | 557 |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 782 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 404 | $ 415 |
ACCRUED PAYROLL AND PAYROLL T_2
ACCRUED PAYROLL AND PAYROLL TAXES (Details Narrative) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Accured repaid | $ 385 | |
Payroll tax liability | 1,436 | |
Accrued payroll and payroll taxes current | $ 4,101 | $ 2,852 |
Chief Executive Officer [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Accrued compensation | $ 2,852 |
LEASE LIABILITIES (Details Narr
LEASE LIABILITIES (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 9 Months Ended | |||||||
Jul. 31, 2023 | Feb. 28, 2023 | Apr. 30, 2022 | Jul. 31, 2021 | Dec. 31, 2020 | Jul. 31, 2018 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Aggregate average monthly payments | $ 30 | $ 10 | $ 18 | $ 10 | |||||
Option to extend lease | extended the lease for an additional two-year period, through September 2030, with no changes to any of the other terms of the lease, and has the option to extend the lease for an additional five years. Prior to the extension, the remaining lease liability amounted to $701 | extended the lease through December 2024, with no changes to any of the other terms of the lease | the option to extend the lease for an additional five years | option to extend for an additional five years | |||||
Operating lease right of use asset | $ 909 | $ 860 | $ 1,779 | $ 1,335 | |||||
Operating lease liability | $ 909 | $ 649 | $ 860 | $ 656 | $ 12 | $ 174 | 1,856 | $ 1,430 | |
Operating lease discount rate | 7% | 5.50% | 4% | 4% | 4% | 4% | |||
Increase in lease liability | $ 208 | $ 637 | $ 686 | (431) | $ (283) | ||||
Payment for operating lease | 431 | 283 | |||||||
Amortization of right of use assets | 413 | 309 | |||||||
Rent expense | $ 27 | $ 27 | |||||||
Accounting Standards Update 2016-02 [Member] | |||||||||
Operating lease right of use asset | $ 518 | ||||||||
Operating lease liability | $ 439 | $ 519 |
SCHEDULE OF WARRANTS (Details)
SCHEDULE OF WARRANTS (Details) | 9 Months Ended |
Sep. 30, 2023 $ / shares | |
Exercise price | $ 22.40 |
Expected dividends | |
Expected volatility | 100% |
Risk free interest rate | 4.40% |
Warrant [Member] | |
Exercise price | $ 6 |
Expected dividends | |
Expected volatility | 96% |
Risk free interest rate | 3.50% |
Life of the warrants | 3 years |
NOTES PAYABLE _ SHAREHOLDERS (D
NOTES PAYABLE – SHAREHOLDERS (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Outstanding principal amount | $ 1,100,000 | ||||
Accrued and unpaid interest | 5,000 | ||||
Borrowings | $ 900,000 | $ 900,000 | |||
Repayment of debt | 600,000 | ||||
Accrued interest | 11,000 | 11,000 | |||
Borrowed principal | 1,400 | ||||
Debt accrued interest | $ 63,000 | ||||
Conversion of convertible shares | 73,134 | ||||
Fair value on conversion of convertible | $ 1,865,000 | ||||
Notes accrued interest | 69,000 | ||||
Gain (Loss) on Extinguishment of Debt | $ 402,000 | ||||
Description of warrants | Company issued the note holders stock warrants to purchase up to an aggregate total of 44,441 shares of its common stock with an exercise price per share equal to 90% of the IPO price, or $5.40 per share, based on the IPO closing price | ||||
Fair value of warrants | $ 3,152,000 | ||||
Debt discount of issuance amount | $ 169,000 | 169,000 | |||
Amortized debt discount | 108,000 | 61,000 | |||
Unamortized debt discount | 108,000 | ||||
Note Holders [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Fair value of warrants | $ 169,000 | ||||
IPO [Member] | Common Stock [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Warrants issued | 44,441 | 44,441 | |||
Note Payable Agreements [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Note payable | $ 1,100,000 | ||||
Notes accrued interest | 12% |
SCHEDULE OF CONVERTIBLE NOTES P
SCHEDULE OF CONVERTIBLE NOTES PAYABLE TO SHAREHOLDERS (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Jan. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Apr. 30, 2018 | Dec. 31, 2016 | Apr. 30, 2016 | ||
Short-Term Debt [Line Items] | |||||||||
Convertible notes payable - shareholders | $ 40 | $ 15,407 | |||||||
Less: current portion | (40) | (15,407) | |||||||
Convertible notes payable – shareholders – long - term portion | |||||||||
Convertible Notes Payable Shareholder One [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Convertible notes payable - shareholders | 40 | [1] | $ 7,778 | 7,838 | [1] | $ 7,988 | |||
Convertible Notes Payable Shareholder Two [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Convertible notes payable - shareholders | [2] | 1,500 | 1,500 | [2] | $ 2,661 | ||||
Convertible Notes Payable Shareholder Three [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Convertible notes payable - shareholders | [3] | 700 | 700 | [3] | $ 700 | ||||
Convertible Notes Payable Shareholder Four [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Convertible notes payable - shareholders | [4] | $ 5,369 | $ 5,369 | [4] | $ 5,369 | ||||
[1]During the years ended December 31, 2011 through 2016, the Company entered into convertible note payable agreements with individuals aggregating to a total amount of $ 7,988 8 25.73 2,661 11.51 6.78 10 6.78 700 5.0 12.00 90 5,369 5.0 12.00 90 |
SCHEDULE OF CONVERTIBLE NOTES_2
SCHEDULE OF CONVERTIBLE NOTES PAYABLE TO SHAREHOLDERS (Details) (Parenthetical) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 9 Months Ended | ||||||||||
Jan. 30, 2023 | May 31, 2018 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Apr. 30, 2018 | Apr. 18, 2018 | Dec. 31, 2016 | Apr. 30, 2016 | |||
Principal amount owed on notes | $ 40 | $ 15,407 | ||||||||||
Accrued and unpaid interest | 11 | |||||||||||
Accrued interest | $ 69 | |||||||||||
Conversion of common stock | 73,134 | |||||||||||
Repayment of debt | $ 685 | |||||||||||
Accrued interest on notes payable | 1,178 | |||||||||||
Warrants to purchase shares | 217,591 | |||||||||||
Convertible Notes Payable Shareholder One [Member] | ||||||||||||
Principal amount owed on notes | $ 7,778 | $ 40 | [1] | 7,838 | [1] | $ 7,988 | ||||||
Accrued interest percentage | 8% | 8% | ||||||||||
Conversion price | $ 6.78 | |||||||||||
Accrued and unpaid interest | $ 2,867 | $ 38 | 2,890 | |||||||||
Repayment of debt | 60 | |||||||||||
Payment on accrued and unpaid interest | 36 | |||||||||||
Accrued interest | 15 | |||||||||||
Notes payable | 65 | |||||||||||
Nonconvertible accrued and unpaid interest | $ 58 | |||||||||||
Conversion of common stock | 1,554,814 | |||||||||||
Repayment of debt | 25 | |||||||||||
Accrued interest on notes payable | 20 | |||||||||||
Convertible Notes Payable Shareholder One [Member] | Series K Preferred Stock [Member] | ||||||||||||
Conversion price | $ 25.73 | |||||||||||
Convertible Notes Payable Shareholder Two [Member] | ||||||||||||
Principal amount owed on notes | $ 1,500 | [2] | 1,500 | [2] | $ 2,661 | |||||||
Accrued interest percentage | 11.51% | |||||||||||
Conversion price | $ 6.78 | $ 6.78 | $ 6.78 | |||||||||
Conversion of common stock | 303,835 | |||||||||||
Accrued loan fees | $ 10 | 10 | ||||||||||
Accrued and unpaid loan fees owed on notes | $ 570 | 560 | ||||||||||
Convertible Notes Payable Shareholder Three [Member] | ||||||||||||
Principal amount owed on notes | 700 | [3] | 700 | [3] | $ 700 | |||||||
Accrued interest percentage | 500% | |||||||||||
Conversion price | $ 12 | |||||||||||
Accrued and unpaid interest | $ 167 | 164 | ||||||||||
Accrued interest | 3 | |||||||||||
Initial public offering closing price | 90% | |||||||||||
Convertible Notes Payable Shareholder Three [Member] | Common Stock [Member] | ||||||||||||
Conversion price | $ 5.40 | |||||||||||
Conversion of common stock | 160,563 | |||||||||||
Initial public offering closing price | 90% | |||||||||||
Convertible Notes Payable Shareholder Four [Member] | ||||||||||||
Principal amount owed on notes | $ 5,369 | [4] | 5,369 | [4] | $ 5,369 | |||||||
Accrued interest percentage | 5% | |||||||||||
Conversion price | $ 5.40 | $ 12 | ||||||||||
Accrued and unpaid interest | $ 780 | $ 758 | ||||||||||
Accrued interest | $ 22 | |||||||||||
Conversion of common stock | 1,134,063 | |||||||||||
Initial public offering closing price | 90% | 90% | ||||||||||
Warrants to purchase shares | 217,771 | |||||||||||
Common stock exercise price | $ 9 | |||||||||||
Warrants exercise price | $ 10.50 | |||||||||||
Warrants exercise, shares | 180 | |||||||||||
[1]During the years ended December 31, 2011 through 2016, the Company entered into convertible note payable agreements with individuals aggregating to a total amount of $ 7,988 8 25.73 2,661 11.51 6.78 10 6.78 700 5.0 12.00 90 5,369 5.0 12.00 90 |
SCHEDULE OF CONVERTIBLE NOTES_3
SCHEDULE OF CONVERTIBLE NOTES PAYABLE (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Jan. 30, 2023 | Dec. 31, 2022 |
Short-Term Debt [Line Items] | |||
Convertible note payable | $ 40 | $ 15,407 | |
Less: debt discount | (541) | ||
Convertible notes payable, net | 8,524 | ||
Convertible Notes Payable [Member] | |||
Short-Term Debt [Line Items] | |||
Convertible note payable | $ 9,065 | $ 9,065 |
CONVERTIBLE NOTES PAYABLE (Deta
CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||||||
Jan. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Nov. 09, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Short-Term Debt [Line Items] | |||||||||
Principal amount owed on notes | $ 40 | $ 40 | $ 15,407 | ||||||
Warrants to purchase shares | 217,591 | 217,591 | |||||||
Accrued and unpaid interest | $ 11 | $ 11 | |||||||
Accrued interest | 69 | ||||||||
Unamortized debt discount | 108 | ||||||||
Amortized debt discount | $ 49 | $ 649 | $ 148 | ||||||
Debt conversion shares issued | 73,134 | ||||||||
Convertible Notes Payable [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Principal amount owed on notes | $ 9,065 | 9,065 | |||||||
Conversion price | $ 10.50 | ||||||||
Accrued and unpaid interest | $ 1,223 | 1,178 | |||||||
Accrued interest | 45 | ||||||||
Unamortized debt discount | $ 541 | ||||||||
Amortized debt discount | $ 541 | ||||||||
Debt conversion shares issued | 979,619 | ||||||||
Convertible Note Payable Agreements [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Principal amount owed on notes | $ 9,065 | $ 9,065 | |||||||
Accrued interest percentage | 6% | 6% | |||||||
Conversion price | $ 10.50 | $ 10.50 | |||||||
Warrants to purchase shares | 146,641 | 146,641 | |||||||
Warrants exercise price | $ 10.50 | $ 10.50 | |||||||
Convertible Note Payable Agreements [Member] | Subsequent Event [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Exercise of warrants shares | 70,265 |
SCHEDULE OF PREFERRED STOCK (De
SCHEDULE OF PREFERRED STOCK (Details) - $ / shares | Jan. 31, 2023 | Dec. 31, 2022 |
Class of Stock [Line Items] | ||
Preferred Stock, Shares Authorized | 29,927,994 | 29,927,994 |
Preferred Stock, Par or Stated Value Per Share | $ 22,095 | |
Preferred stock, shares issued | 22,094,889 | |
Preferred stock, shares outstanding | 22,094,889 | |
Series A Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Preferred Stock, Shares Authorized | 4,500,000 | |
Preferred Stock, Par or Stated Value Per Share | $ 4,500 | |
Preferred stock, shares issued | 4,500,000 | |
Preferred stock, shares outstanding | 4,500,000 | |
Series B Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Preferred Stock, Shares Authorized | 608,000 | |
Preferred Stock, Par or Stated Value Per Share | $ 608 | |
Preferred stock, shares issued | 608,000 | |
Preferred stock, shares outstanding | 608,000 | |
Series C Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Preferred Stock, Shares Authorized | 5,000,000 | |
Preferred Stock, Par or Stated Value Per Share | $ 5,000 | |
Preferred stock, shares issued | 5,000,000 | |
Preferred stock, shares outstanding | 5,000,000 | |
Series D Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Preferred Stock, Shares Authorized | 3,000,000 | |
Preferred Stock, Par or Stated Value Per Share | $ 3,000 | |
Preferred stock, shares issued | 3,000,000 | |
Preferred stock, shares outstanding | 3,000,000 | |
Series E Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Preferred Stock, Shares Authorized | 1,591,994 | |
Preferred Stock, Par or Stated Value Per Share | $ 1,592 | |
Preferred stock, shares issued | 1,591,994 | |
Preferred stock, shares outstanding | 1,591,994 | |
Series F Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Preferred Stock, Shares Authorized | 953,000 | |
Preferred Stock, Par or Stated Value Per Share | $ 953 | |
Preferred stock, shares issued | 953,000 | |
Preferred stock, shares outstanding | 953,000 | |
Series H Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Preferred Stock, Shares Authorized | 5,000,000 | |
Preferred Stock, Par or Stated Value Per Share | $ 536 | |
Preferred stock, shares issued | 536,000 | |
Preferred stock, shares outstanding | 536,000 | |
Series I Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Preferred Stock, Shares Authorized | 2,775,000 | |
Preferred Stock, Par or Stated Value Per Share | $ 2,757 | |
Preferred stock, shares issued | 2,757,442 | |
Preferred stock, shares outstanding | 2,757,442 | |
Series J Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Preferred Stock, Shares Authorized | 2,500,000 | |
Preferred Stock, Par or Stated Value Per Share | $ 1,282 | |
Preferred stock, shares issued | 1,281,600 | |
Preferred stock, shares outstanding | 1,281,600 | |
Series K Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Preferred Stock, Shares Authorized | 4,000,000 | |
Preferred Stock, Par or Stated Value Per Share | $ 1,867 | |
Preferred stock, shares issued | 1,866,853 | |
Preferred stock, shares outstanding | 1,866,853 |
SCHEDULE OF RESTRICTED COMMON S
SCHEDULE OF RESTRICTED COMMON STOCK ACTIVITY (Details) $ / shares in Units, $ in Thousands | 9 Months Ended |
Sep. 30, 2023 USD ($) $ / shares shares | |
Equity [Abstract] | |
Number of restricted shares, beginning | shares | |
Fair value, beginning | $ | |
Weighted average grant date fair value, beginning | $ / shares | |
Number of restricted shares, granted | shares | 171,400 |
Fair value, granted | $ | $ 2,043 |
Weighted average grant date fair value, granted | $ / shares | $ 11.92 |
Number of restricted shares, vested | shares | (113,500) |
Fair value, vested | $ | $ (774) |
Weighted average grant date fair value, vested | $ / shares | $ 6.57 |
Number of restricted shares, forfeited | shares | |
Fair value, forfeited | $ | |
Weighted average grant date fair value, forfeited | $ / shares | |
Number of restricted shares, ending | shares | 57,900 |
Fair value, ending | $ | $ 1,269 |
Weighted average grant date fair value, ending | $ / shares | $ 22.40 |
SCHEDULE OF OPTION GRANTED (Det
SCHEDULE OF OPTION GRANTED (Details) | 9 Months Ended |
Sep. 30, 2023 $ / shares | |
Exercise price | $ 22.40 |
Expected dividends | |
Expected volatility | 100% |
Risk free interest rate | 4.40% |
Minimum [Member] | |
Expected life of options | 5 years 6 months |
Maximum [Member] | |
Expected life of options | 6 years 3 months 18 days |
SCHEDULE OF STOCK OPTION ACTIVI
SCHEDULE OF STOCK OPTION ACTIVITY (Details) | 9 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Number of options shares, beginning | shares | 4,201,019 |
Weighted average exercise price, beginning | $ 6.09 |
Number of options shares, granted | shares | 1,103,938 |
Exercise price range, granted | $ 22.40 |
Weighted average exercise price, granted | $ 22.40 |
Number of options shares, cancelled | shares | |
Exercise price range, cancelled | |
Weighted average exercise price, cancelled | |
Number of options shares, exercised | shares | (207,303) |
Weighted average exercise price, exercised | $ 6.39 |
Number of options shares, expired | shares | |
Exercise price range, expired | |
Weighted average exercise price, expired | |
Number of options shares, ending | shares | 5,097,654 |
Weighted average exercise price, ending | $ 9.61 |
Number of options shares, vested and exercisable | shares | 3,828,435 |
Weighted average exercise price, vested and exercisable ending | $ 6.08 |
Number of options shares, unvested, ending | shares | 1,269,219 |
Weighted average exercise price, unvested ending | $ 20.26 |
Minimum [Member] | |
Exercise price range, beginning | 6 |
Exercise price range, exercised | 6 |
Exercise price range, ending | 6 |
Exercise price range, vested and exercisable ending | 6 |
Exercise price range, unvested ending | 6 |
Maximum [Member] | |
Exercise price range, beginning | 10.50 |
Exercise price range, exercised | 10.50 |
Exercise price range, ending | 22.40 |
Exercise price range, vested and exercisable ending | 10.50 |
Exercise price range, unvested ending | $ 22.40 |
SCHEDULE OF OUTSTANDING AND EXE
SCHEDULE OF OUTSTANDING AND EXERCISABLE OPTIONS (Details) | 9 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Exercise Price Range One [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Range of exercise prices, upper limit | $ 6 |
Options outstanding number of outstanding | shares | 3,903,617 |
Options outstanding average remaining contractual life | 4 years 8 months 23 days |
Options outstaning weighted average exercise price | $ 6 |
Options exercisable number of outstanding | shares | 3,738,336 |
Options exercisable average remaining contractual life | 4 years 6 months 29 days |
Options exercisable weighted average exercise price | $ 6 |
Exercise Price Range Two [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Range of exercise prices, upper limit | $ 10.50 |
Options outstanding number of outstanding | shares | 90,099 |
Options outstanding average remaining contractual life | 2 years 3 months 10 days |
Options outstaning weighted average exercise price | $ 9.52 |
Options exercisable number of outstanding | shares | 90,099 |
Options exercisable average remaining contractual life | 2 years 3 months 10 days |
Options exercisable weighted average exercise price | $ 9.52 |
Range of exercise prices, lower limit | 9 |
Exercise Price Range Three [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Range of exercise prices, upper limit | $ 22.40 |
Options outstanding number of outstanding | shares | 1,103,938 |
Options outstanding average remaining contractual life | 9 years 11 months 8 days |
Options outstaning weighted average exercise price | $ 22.40 |
Options exercisable number of outstanding | shares | |
Options exercisable weighted average exercise price | |
Exercise Price Range Four [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Range of exercise prices, upper limit | $ 22.40 |
Options outstanding number of outstanding | shares | 5,097,654 |
Options outstanding average remaining contractual life | 5 years 9 months 25 days |
Options outstaning weighted average exercise price | $ 9.61 |
Options exercisable number of outstanding | shares | 3,828,435 |
Options exercisable average remaining contractual life | 4 years 6 months 10 days |
Options exercisable weighted average exercise price | $ 6.08 |
Range of exercise prices, lower limit | $ 6 |
SCHEDULE OF WARRANTS ACTIVITY (
SCHEDULE OF WARRANTS ACTIVITY (Details) | 9 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Number of warrant shares, beginning | shares | 725,174 |
Weighted average exercise price, beginning | $ 8.24 |
Number of warrant shares, granted | shares | 447,906 |
Weighted average exercise price, granted | $ 7.87 |
Number of warrant shares, cancelled | shares | (36) |
Exercise price range range per share, cancelled | $ 9 |
Weighted average exercise price, cancelled | $ 9 |
Number of warrant shares, exercised | shares | (479,708) |
Weighted average exercise price, exercised | $ 8.31 |
Number of warrant shares, expired | shares | (4,762) |
Exercise price range range per share, expired | $ 10.50 |
Weighted average exercise price, expired | $ 10.50 |
Number of warrant shares, ending | shares | 688,574 |
Weighted average exercise price, ending | $ 7.94 |
Number of warrant shares, exercisable | shares | 688,574 |
Weighted average exercise price, exercisable | $ 7.94 |
Minimum [Member] | |
Exercise price range range per share, beginning | 3 |
Exercise price range range per share, granted | 5.40 |
Exercise price range range per share, exercised | 9 |
Exercise price range range per share, ending | 3 |
Exercise price range range per share, exercisable | 3 |
Maximum [Member] | |
Exercise price range range per share, beginning | 10.50 |
Exercise price range range per share, granted | 10.50 |
Exercise price range range per share, exercised | 10.50 |
Exercise price range range per share, ending | 10.50 |
Exercise price range range per share, exercisable | $ 10.50 |
SCHEDULE OF OUTSTANDING AND E_2
SCHEDULE OF OUTSTANDING AND EXERCISABLE WARRANTS (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Warrants Outstanding number of outstanding | 688,574 | 725,174 |
Warrants outstaning weighted average exercise price | $ 7.94 | $ 8.24 |
Warrants exercisable number of outstanding | 688,574 | |
Warrants exercisable weighted average exercise price | $ 7.94 | |
Exercise Price Range One [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Range of exercise prices, upper limit | $ 3 | |
Warrants Outstanding number of outstanding | 133,333 | |
Warrants outstanding average remaining contractual life | 3 years 5 months 1 day | |
Warrants outstaning weighted average exercise price | $ 3 | |
Warrants exercisable number of outstanding | 133,333 | |
Warrants exercisable average remaining contractual life | 3 years 5 months 1 day | |
Warrants exercisable weighted average exercise price | $ 3 | |
Exercise Price Range Two [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Range of exercise prices, upper limit | $ 10.49 | |
Warrants Outstanding number of outstanding | 395,564 | |
Warrants outstanding average remaining contractual life | 2 years 4 months 28 days | |
Warrants outstaning weighted average exercise price | $ 8.58 | |
Warrants exercisable number of outstanding | 395,564 | |
Warrants exercisable average remaining contractual life | 2 years 4 months 28 days | |
Warrants exercisable weighted average exercise price | $ 8.58 | |
Range of exercise prices, lower limit | 3.01 | |
Exercise Price Range Three [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Range of exercise prices, upper limit | $ 10.50 | |
Warrants Outstanding number of outstanding | 159,677 | |
Warrants outstanding average remaining contractual life | 1 year 10 months 6 days | |
Warrants outstaning weighted average exercise price | $ 10.50 | |
Warrants exercisable number of outstanding | 159,677 | |
Warrants exercisable average remaining contractual life | 1 year 10 months 6 days | |
Warrants exercisable weighted average exercise price | $ 10.50 | |
Exercise Price Range Four [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Range of exercise prices, upper limit | $ 10.50 | |
Warrants Outstanding number of outstanding | 688,574 | |
Warrants outstanding average remaining contractual life | 2 years 5 months 23 days | |
Warrants outstaning weighted average exercise price | $ 7.94 | |
Warrants exercisable number of outstanding | 688,574 | |
Warrants exercisable average remaining contractual life | 2 years 5 months 23 days | |
Warrants exercisable weighted average exercise price | $ 7.94 | |
Range of exercise prices, lower limit | $ 3 |
SHAREHOLDERS_ EQUITY (Details N
SHAREHOLDERS’ EQUITY (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||||||||||||||
Jun. 09, 2023 | Jun. 09, 2023 | May 12, 2023 | May 12, 2023 | Feb. 17, 2023 | Jan. 30, 2023 | Sep. 30, 2018 | Nov. 09, 2023 | Sep. 30, 2023 | Feb. 28, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Sep. 30, 2018 | Sep. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Nov. 30, 2023 | Jan. 31, 2023 | Dec. 31, 2022 | Aug. 31, 2009 | |
Class of Stock [Line Items] | ||||||||||||||||||||
Preferred stock, shares outstanding | 22,094,889 | |||||||||||||||||||
Conversion of common stock | 8,355,610 | |||||||||||||||||||
Conversion price adjustment | 991,172 | |||||||||||||||||||
Preferred stock, shares authorized | 29,927,994 | 29,927,994 | ||||||||||||||||||
Common stock, shares authorized | 200,000,000 | 200,000,000 | 200,000,000 | 200,000,000 | ||||||||||||||||
Common stock, shares issued | 26,657,906 | 26,657,906 | 26,657,906 | 9,126,726 | ||||||||||||||||
Common stock, shares outstanding | 26,657,906 | 26,657,906 | 26,657,906 | 9,126,726 | ||||||||||||||||
Gross proceeds of the IPO | $ 14,503,000 | |||||||||||||||||||
Received committed investment amounts | $ 6,000 | $ 6,000 | 6,000 | |||||||||||||||||
Gross proceeds from common stock | 25,142,000 | |||||||||||||||||||
Aggregate committed investment amounts | 30,000 | 30,000 | $ 30,000 | |||||||||||||||||
Issuance of restricted shares | 171,400 | |||||||||||||||||||
Fair value granted | $ 2,043,000 | |||||||||||||||||||
Stock compensation | 774,000 | |||||||||||||||||||
Unamortized compensation | $ 1,269,000 | |||||||||||||||||||
Granted shares | 1,103,938 | |||||||||||||||||||
Fair market value of shares percentage, description | (i) 100% of the fair market value of a share of stock on the grant date, or (ii) 110% of the fair market value of a share of stock on the grant date in the case of a Participant then owning more than 10% of the total combined voting power of all classes of stock of the Company or any “subsidiary corporation” of the Company or any “parent corporation” of the Company. | |||||||||||||||||||
Exercise price per share | $ 6.39 | |||||||||||||||||||
Share compensation | $ 982,000 | |||||||||||||||||||
Unvested compensation | 21,385,000 | 21,385,000 | 21,385,000 | |||||||||||||||||
Aggregate intrinsic value outstanding | $ 73,438,000 | $ 73,438,000 | 73,438,000 | |||||||||||||||||
Repricing costs | $ 2,733,000 | $ 2,667,000 | ||||||||||||||||||
Number of options shares, exercised | 207,303 | |||||||||||||||||||
Proceeds from the exercise of stock options | $ 1,321,000 | |||||||||||||||||||
Exercise of warrants shares | 217,591 | 217,591 | 217,591 | |||||||||||||||||
Fair value of warrants | $ 3,152,000 | |||||||||||||||||||
Warrant exercised | 2,173,000 | |||||||||||||||||||
Aggregate intrinsic value of warrants | $ 10,487,000 | $ 10,487,000 | $ 10,487,000 | |||||||||||||||||
Exercise Price Range Two [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Range of exercise prices, lower limit | $ 9 | |||||||||||||||||||
Range of exercise prices, upper limit | $ 10.50 | |||||||||||||||||||
Options outstanding number of outstanding | 90,099 | 90,099 | 90,099 | |||||||||||||||||
Exercise price | $ 3.01 | |||||||||||||||||||
Exercise price | 10.49 | |||||||||||||||||||
Exercise Price Range One [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Range of exercise prices, upper limit | $ 6 | |||||||||||||||||||
Options outstanding number of outstanding | 4,092,887 | 4,092,887 | 4,092,887 | |||||||||||||||||
Options outstanding number of outstanding | 3,903,617 | 3,903,617 | 3,903,617 | |||||||||||||||||
Exercise price | $ 3 | |||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Conversion of common stock | 8,355,610 | |||||||||||||||||||
Number of options shares, exercised | 207,303 | 207,303 | ||||||||||||||||||
Common stock issued | 175,000 | 1,292,079 | ||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Exercise of warrants shares | 182,574 | 182,574 | 182,574 | |||||||||||||||||
Exercise price | $ 6 | $ 6 | $ 6 | |||||||||||||||||
Common stock issued | 137,952 | |||||||||||||||||||
Shares outstanding | 3,120 | 3,120 | 3,120 | |||||||||||||||||
Fair value of warrants | $ 3,152,000 | |||||||||||||||||||
2009 Equity Incentive Plan [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Common stock shares authorized | 6,166,666 | |||||||||||||||||||
Additional shares authorized | 3,774,260 | |||||||||||||||||||
2019 Equity Incentive Plan [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Shares of common stock issued | 2,059,073 | |||||||||||||||||||
Shares of common stock option granted | 1,632,314,000 | 1,632,314,000 | 1,632,314,000 | |||||||||||||||||
2022 Plan [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Shares of common stock issued | 2,800,000 | |||||||||||||||||||
Number of shares of common stock percentage | 5% | |||||||||||||||||||
2022 Plan [Member] | Common Stock [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Issuance of restricted shares | 113,500 | |||||||||||||||||||
Granted shares | 659,638 | 2,026,862 | ||||||||||||||||||
Fair value of stock option | $ 12,359 | |||||||||||||||||||
Two Thousand Twenty Three Inducement Plan [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Shares of common stock issued | 1,000,000 | 1,000,000 | ||||||||||||||||||
Two Thousand Twenty Three Inducement Plan [Member] | Common Stock [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Shares of common stock option granted | 555,700 | 555,700 | 555,700 | |||||||||||||||||
Granted shares | 444,300 | |||||||||||||||||||
Fair value of stock option | $ 8,031 | |||||||||||||||||||
2022 And Inducement Plan [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Granted shares | 1,103,938 | |||||||||||||||||||
Exercise price per share | $ 22.40 | |||||||||||||||||||
Vesting description | vest over various periods, but none longer than four years, expire ten years from the date of grant | |||||||||||||||||||
Aggregate fair value | $ 20,390,000 | |||||||||||||||||||
Director [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Issuance of restricted shares | 113,500 | 57,900 | ||||||||||||||||||
Fair value granted | $ 746,000 | $ 1,297,000 | ||||||||||||||||||
Executive Officers and Directors [Member] | Exercise Price Range One [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Options outstanding number of outstanding | 2,796,400 | 2,796,400 | 2,796,400 | |||||||||||||||||
Lender [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Exercise of warrants shares | 217,771 | 217,771 | 217,771 | |||||||||||||||||
Exercise price | $ 9 | |||||||||||||||||||
Exercise price | $ 10.50 | |||||||||||||||||||
Lender [Member] | Warrant [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Exercise of warrants shares | 44,441 | 44,441 | 44,441 | |||||||||||||||||
Exercise price | $ 5.40 | $ 5.40 | $ 5.40 | |||||||||||||||||
Warrant Holder [Member] | Warrant [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Exercise of warrants shares | 16,666 | 16,666 | 16,666 | |||||||||||||||||
Exercise price | $ 9 | $ 9 | $ 9 | |||||||||||||||||
Common stock issued | 11,666 | |||||||||||||||||||
Warrant exercised | $ 568,000 | |||||||||||||||||||
Warrants issued | 62,877 | 62,877 | 62,877 | |||||||||||||||||
Subsequent Event [Member] | Warrant Holder [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Exercise of warrants shares | 146,641 | |||||||||||||||||||
Exercise price | $ 10.50 | |||||||||||||||||||
Common stock issued | 70,265 | |||||||||||||||||||
Subsequent Event [Member] | March Thirty One Two Thousand Twenty Four [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Investments | $ 2,000,000 | |||||||||||||||||||
IPO [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Sale of stock, shares | 2,500,000 | 153,000 | ||||||||||||||||||
Sale of share price | $ 6 | $ 6 | ||||||||||||||||||
Gross proceeds of the IPO | $ 15,918,000 | $ 37,774,000 | ||||||||||||||||||
Proceeds after deducting underwriting discounts and commissions and offering expenses payable | $ 12,632,000 | |||||||||||||||||||
IPO [Member] | Common Stock [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Warrants issued | 44,441 | 44,441 | 44,441 | |||||||||||||||||
IPO [Member] | Warrant [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Exercise of warrants shares | 185,694 | 185,694 | 185,694 | |||||||||||||||||
Exercise price | $ 6 | $ 6 | $ 6 | |||||||||||||||||
IPO [Member] | Subsequent Event [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Exercise of warrants shares | 3,120 | |||||||||||||||||||
Exercise price | $ 6 | |||||||||||||||||||
IPO [Member] | Subsequent Event [Member] | Warrant Holder [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Common stock issued | 2,351 | |||||||||||||||||||
Private Placement [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Sale of stock, shares | 900,000 | 1,665,213 | ||||||||||||||||||
Sale of share price | $ 20 | $ 20 | $ 20 | $ 20 | ||||||||||||||||
Proceeds from common stock resulting in private placement | $ 18,000 | $ 33,300 | ||||||||||||||||||
Cancellation of bridge loan and accrued interest | $ 1,463,000 | 1,463,000 | ||||||||||||||||||
Received committed investment amounts | $ 12,500 | $ 12,500 | ||||||||||||||||||
Received amount on investment | $ 6,000 | |||||||||||||||||||
Committed amount | $ 17,500 | $ 17,500 | $ 17,500 | |||||||||||||||||
Private Placement [Member] | Subsequent Event [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Investments | $ 22,000,000 | |||||||||||||||||||
Private Placement [Member] | Purchase Agreements [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Sale of stock, shares | 1,292,079 | |||||||||||||||||||
Private Placement [Member] | May 12 2023 [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Sale of stock, shares | 1,017,079 | |||||||||||||||||||
Received committed investment amounts | $ 17,500 | 17,500 | ||||||||||||||||||
Gross proceeds from common stock | 20,342 | |||||||||||||||||||
Net proceeds from common stock | $ 19,842 | |||||||||||||||||||
Private Placement [Member] | June 9 2023 [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Sale of stock, shares | 275,000 | |||||||||||||||||||
Gross proceeds from common stock | $ 5,500 | |||||||||||||||||||
Net proceeds from common stock | 5,300 | |||||||||||||||||||
First Private Placement [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Proceeds from common stock resulting in private placement | 25,842 | |||||||||||||||||||
Second Private Placement [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Proceeds from common stock resulting in private placement | $ 25,142 | |||||||||||||||||||
Minimum [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Common stock, shares authorized | 75,000,000 | |||||||||||||||||||
Maximum [Member] | 2019 Equity Incentive Plan [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Shares of common stock issued | 5,833,333 | |||||||||||||||||||
Series A Through K Preferred Stock [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Preferred stock, shares outstanding | 22,094,889 | 0 | 0 | 0 | 22,094,889 | |||||||||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | 29,927,994 | ||||||||||||||||
Series H Preferred Stock [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Preferred stock, shares outstanding | 536,000 | |||||||||||||||||||
Conversion price adjustment | 272,101 | |||||||||||||||||||
Undeclared and unpaid shares earned | $ 3,443,000 | |||||||||||||||||||
Preferred stock, shares authorized | 5,000,000 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | |||||||||
Nov. 09, 2023 | Nov. 30, 2023 | Sep. 30, 2023 | Jul. 31, 2023 | Feb. 28, 2023 | Dec. 31, 2022 | Apr. 30, 2022 | Jul. 31, 2021 | Dec. 31, 2020 | Jul. 31, 2018 | |
Subsequent Event [Line Items] | ||||||||||
Operating lease right of use asset | $ 1,779 | $ 909 | $ 1,335 | $ 860 | ||||||
Operating lease liability | $ 1,856 | $ 909 | $ 649 | $ 1,430 | $ 860 | $ 656 | $ 12 | $ 174 | ||
Discount rate | 7% | 5.50% | 4% | 4% | 4% | 4% | ||||
Warrant purchase, shares | 217,591 | |||||||||
Subsequent Event [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Debt monthly payment | $ 13 | |||||||||
Lease description | The lease terminates in September 2030, and the Company has the option to extend the lease for an additional five years. | |||||||||
Operating lease right of use asset | $ 826 | |||||||||
Operating lease liability | $ 826 | |||||||||
Discount rate | 7% | |||||||||
Subsequent Event [Member] | Warrant Holder [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Warrant purchase, shares | 146,641 | |||||||||
Exercise price | $ 10.50 | |||||||||
Received shares | 70,265 | |||||||||
Subsequent Event [Member] | Option Holder [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Warrant purchase, shares | 10,400 | |||||||||
Exercise price | $ 6 | |||||||||
Received shares | 10,400 | |||||||||
Subsequent Event [Member] | Private Placement [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Investments | $ 22,000 | |||||||||
Subsequent Event [Member] | IPO [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Warrant purchase, shares | 3,120 | |||||||||
Exercise price | $ 6 | |||||||||
Subsequent Event [Member] | IPO [Member] | Warrant Holder [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Received shares | 2,351 | |||||||||
Subsequent Event [Member] | March Thirty One Two Thousand Twenty Four [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Investments | $ 2,000 |