Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 26, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Period Focus | FY | ||
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 Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Elected Not To Use the Extended Transition Period | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 671.3 | ||
Entity Common Stock, Shares Outstanding | 26,865,473 | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Auditor Firm ID | 572 | ||
Auditor Name | Weinberg & Company, P.A | ||
Auditor Location | Los Angeles, California |
Balance Sheets
Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current Assets | ||
Cash and cash equivalents | $ 9,418 | $ 397 |
Short-term investments | 13,773 | |
Prepaid expenses and other current assets | 1,012 | 1,495 |
Total Current Assets | 24,203 | 1,892 |
Property and equipment, net | 1,170 | 644 |
Right of use assets | 2,428 | 1,335 |
Deferred offering costs | 1,568 | |
Other assets | 92 | 92 |
Total Other Assets | 3,690 | 3,639 |
TOTAL ASSETS | 27,893 | 5,531 |
Current Liabilities | ||
Accounts payable and accrued expenses | 3,784 | 6,775 |
Accrued payroll and payroll taxes | 2,117 | 2,852 |
Accrued interest payable | 1,178 | |
Accrued interest payable - director and shareholders | 3,817 | |
Deferred revenue | 170 | |
Warrant liabilities | 169 | |
Lease liability, current portion | 653 | 266 |
Notes payable - shareholders, net of debt discount of $108 in 2022 | 992 | |
Convertible notes payable - shareholders, current portion | 15,407 | |
Total Current Liabilities | 6,554 | 31,626 |
Long-term Liabilities | ||
Lease liability, long-term portion | 1,866 | 1,164 |
Convertible notes payable, net of debt discount of $541 in 2022 | 8,524 | |
Total Long-term Liabilities | 1,866 | 9,688 |
Total Liabilities | 8,420 | 41,314 |
Shareholders’ Equity (Deficit) | ||
Preferred stock, Series A through K, par value $0.001, 10,000,000 shares authorized as of 12/31/2023 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; 26,788,986 and 9,126,726 shares issued and outstanding, respectively | 27 | 9 |
Treasury stock, 433,333 shares, at cost | (433) | (433) |
Additional paid-in capital | 241,389 | 154,401 |
Accumulated other comprehensive income | 14 | 2 |
Accumulated deficit | (221,524) | (189,784) |
Total Shareholders’ Equity (Deficit) | 19,473 | (35,783) |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT) | $ 27,893 | $ 5,531 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Debt discount, current | $ 108 | |
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 | 26,788,986 | 9,126,726 |
Common stock, shares outstanding | 26,788,986 | 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 |
Statements of Operations
Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
Revenues | $ 170 | $ 11,068 |
Operating expenses: | ||
Research and development | 12,767 | 9,078 |
General and administrative | 11,568 | 5,003 |
Total operating expenses | 24,335 | 14,081 |
Loss from operations | (24,165) | (3,013) |
Other income (expenses): | ||
Interest income | 244 | |
Interest expense | (173) | (1,150) |
Debt discount amortization | (649) | (258) |
Financing costs | (3,152) | |
Debt extinguishment costs | (402) | |
Gain on forgiveness of PPP loan payable | 314 | |
Total other income (expenses), net | (4,132) | (1,094) |
Loss before provision for foreign income taxes | (28,297) | (4,107) |
Provision for foreign income taxes | (1,100) | |
NET LOSS | $ (28,297) | $ (5,207) |
LOSS PER COMMON SHARE - BASIC | $ (1.16) | $ (0.57) |
LOSS PER COMMON SHARE - DILUTED | $ (1.16) | $ (0.57) |
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING - BASIC | 24,429,278 | 9,116,489 |
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING - DILUTED | 24,429,278 | 9,116,489 |
Statements of Comprehensive Los
Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
Net loss | $ (28,297) | $ (5,207) |
Other comprehensive loss: | ||
Net unrealized gain on short-term investments | 12 | |
Comprehensive loss | $ (28,285) | $ (5,207) |
Statements of Shareholders' Equ
Statements of Shareholders' Equity (Deficit) - 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 | 2,415 | 2,415 | |||||
Issuance of common shares upon exercise of stock warrants | 120 | 120 | |||||
Issuance of common shares upon exercise of stock warrants, shares | 16,666 | ||||||
Net loss | (5,207) | $ (5,207) | |||||
Issuance of common shares upon exercise of stock options, shares | |||||||
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 | 2,515 | 2,515 | |||||
Issuance of common shares upon exercise of stock warrants | $ 1 | 2,988 | 2,989 | ||||
Issuance of common shares upon exercise of stock warrants, shares | 528,756 | ||||||
Net loss | (28,297) | (28,297) | |||||
Unrealized gain on short-term investments | 12 | 12 | |||||
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 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 | ||||||
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) | 8,359,143 | |||||
Issuance of common shares upon conversion of convertible notes payable, accrued interest and loan fees | $ 4 | 29,970 | 29,974 | ||||
Issuance of common shares upon conversion of convertible notes payable, accrued interest and loan fees, shares | 4,137,760 | ||||||
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 | ||||||
Fair value of vested restricted stock units | 940 | 940 | |||||
Fair value of vested restricted stock units , shares | 113,500 | ||||||
Cost of stock option repricing | 2,689 | 2,689 | |||||
Reclassification of warrant liabilities upon the closing of the initial public offering | 169 | 169 | |||||
Fair value of warrants issued in connection with the the conversion of convertible notes payable | 3,152 | 3,152 | |||||
Conversion of notes payable-shareholders and accrued interest | 1,865 | 1,865 | |||||
Conversion of notes payable-shareholders and accrued interest, shares | 73,134 | ||||||
Issuance of common shares upon exercise of stock options | 1,474 | $ 1,474 | |||||
Issuance of common shares upon exercise of stock options, shares | 232,787 | 232,787 | |||||
Balance at Dec. 31, 2023 | $ 27 | $ (433) | $ 241,389 | $ 14 | $ (221,524) | $ 19,473 | |
Balance, shares at Dec. 31, 2023 | 26,788,986 | (433,333) |
Statements of Cash Flows
Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash Flows from Operating Activities | ||
Net loss | $ (28,297) | $ (5,207) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation expense | 499 | 553 |
Net amortization of premiums and discounts on short-term investments | (62) | |
Right-of-use assets | 519 | 415 |
Amortization of debt discount | 649 | 258 |
Stock compensation | 2,515 | 2,415 |
Fair value of restricted stock units | 940 | |
Cost of stock option repricing | 2,689 | |
Debt extinguishment costs | 402 | |
Fair value of warrants issued in connection with the conversion of convertible notes payable | 3,152 | |
Gain on forgiveness of PPP loan payable | (314) | |
(Increase) Decrease in: | ||
Prepaid expenses and other assets | 483 | (168) |
(Decrease) Increase in: | ||
Accounts payable and accrued expenses | (2,358) | 2,313 |
Accrued payroll and payroll taxes | (735) | (3) |
Accrued interest payable | 22 | 886 |
Deferred revenue | (170) | (4,330) |
Lease liability | (523) | (389) |
Net cash used in operating activities | (20,275) | (3,571) |
Cash Flows from Investing Activities | ||
Purchases of property and equipment | (1,025) | (49) |
Purchases of short-term investments | (13,699) | |
Net cash used in investing activities | (14,724) | (49) |
Cash Flows from Financing Activities | ||
Proceeds from notes payable - shareholders | 900 | 1,100 |
Repayment of notes payable - shareholders | (685) | |
Repayment of convertible notes payable - shareholders | (130) | |
Payment of deferred offering costs | (303) | (1,568) |
Proceeds from the exercise of stock options | 1,474 | |
Proceeds from the exercise of stock warrants | 2,989 | 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 | 44,020 | (478) |
Net increase (decrease) in cash and cash equivalents | 9,021 | (4,098) |
Cash and cash equivalents at beginning of year | 397 | 4,495 |
Cash and cash equivalents at end of year | 9,418 | 397 |
Supplemental cash flows disclosures: | ||
Interest paid | 72 | 264 |
Taxes paid | ||
Supplemental non-cash financing disclosures: | ||
Effect of the extension of right-of-use assets and operating leases | 1,612 | 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 | 29,974 | |
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 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure [Table] | ||
Pay vs Performance [Table Text Block] | Name Position Date of Adoption 10b5-1 Trading Arrangement* Scheduled End Date of Trading Arrangement 1 Total Number of Securities to Be Sold Pursuant to the Arrangement 2 John Thomas Director 11/21/2023 X 06/30/2024 Up to 66,333 James Tyree Director 12/13/2023 X 09/15/2024 Up to 26,730 Sean Ryder General Counsel & Corporate Secretary 11/21/2023 X 05/21/2024 Up to 15,000 Paul Scigalla Chief Medical Officer 12/12/2023 X 08/27/2024 Up to 108,555 Thomas Zindrick 3 President & CEO 12/14/2023 X 08/15/2024 Up to 142,390 | |
Net Income (Loss) Attributable to Parent | $ (28,297) | $ (5,207) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 shares | |
Trading Arrangements, by Individual [Table] | |
Non-Rule 10b51 Arrangement Adopted | true |
Non-Rule 10b51 Arrangement Adopted | true |
John Thomas [Member] | |
Trading Arrangements, by Individual [Table] | |
Trading Arrangement, Individual Name | John Thomas |
Trading Arrangement, Individual Title | Director |
Trading Arrangement Adoption Date | 11/21/2023 |
Trading Arrangement, Securities Aggregate Available Amount | 66,333 |
Trading Arrangement Expiration Date | 06/30/2024 |
James Tyree [Member] | |
Trading Arrangements, by Individual [Table] | |
Trading Arrangement, Individual Name | James Tyree |
Trading Arrangement, Individual Title | Director |
Trading Arrangement Adoption Date | 12/13/2023 |
Trading Arrangement, Securities Aggregate Available Amount | 26,730 |
Trading Arrangement Expiration Date | 09/15/2024 |
Sean Ryder [Member] | |
Trading Arrangements, by Individual [Table] | |
Trading Arrangement, Individual Name | Sean Ryder |
Trading Arrangement, Individual Title | General Counsel & Corporate Secretary |
Trading Arrangement Adoption Date | 11/21/2023 |
Trading Arrangement, Securities Aggregate Available Amount | 15,000 |
Trading Arrangement Expiration Date | 05/21/2024 |
Paul Scigalla [Member] | |
Trading Arrangements, by Individual [Table] | |
Trading Arrangement, Individual Name | Paul Scigalla |
Trading Arrangement, Individual Title | Chief Medical Officer |
Trading Arrangement Adoption Date | 12/12/2023 |
Trading Arrangement, Securities Aggregate Available Amount | 108,555 |
Trading Arrangement Expiration Date | 08/27/2024 |
Thomas Zindrick [Member] | |
Trading Arrangements, by Individual [Table] | |
Trading Arrangement, Individual Name | Thomas Zindrick3 |
Trading Arrangement, Individual Title | President & CEO |
Trading Arrangement Adoption Date | 12/14/2023 |
Trading Arrangement, Securities Aggregate Available Amount | 142,390 |
Trading Arrangement Expiration Date | 08/15/2024 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 12 Months Ended |
Dec. 31, 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. Going Concern The accompanying 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. As reflected in the accompanying financial statements, the Company has experienced recurring losses from operations since inception and incurred a net loss of $ 28,297 20,275 At December 31, 2023, the Company had cash and cash equivalents, and short-term investments, in the amount of $ 23,191 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 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 | 12 Months Ended |
Dec. 31, 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 years ended December 31, 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 December 31, December 31, Convertible notes payable - 3,394,569 Common stock equivalent of Series A through K convertible preferred stock - 7,567,630 Stock options 5,067,339 4,201,019 Stock warrants 512,759 725,174 Restricted stock units 57,900 - Stock warrants, issuable upon conversion of notes payable - 183,852 Total 5,637,998 16,072,244 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; and ● 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 the Newsoara License Agreement (see Note 12), invoiced and collected $ 170 Concentration of Credit Risk Financial instruments, which potentially subject the Company to concentration of credit risk, consist primarily of cash deposits. The Company maintains deposits in federally insured financial institutions in excess of federally insured limits. Management believes that the Company is not exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held. The Company has not experienced any losses on deposits since inception. Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less at date of purchase to be cash equivalents. Cash equivalents consisted of money market funds as of December 31, 2023. There were no 7,924 Short-Term Investments The Company’s short-term debt security investments are classified as available-for-sale and are carried at fair value, with the unrealized gains and non-credit related losses reported as a component of accumulated other comprehensive loss and included in stockholders’ equity. Realized gains and losses and declines in value determined to be other than temporary are based on the specific identification method and are included as a component of total other income (expense), net in the Statements of Operations. There were no realized gains or losses during the year ended December 31, 2023. For available-for-sale securities in an unrealized loss position, we first assess whether we intend to sell, or if it is more likely than not that we will be required to sell, the security before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the security’s amortized cost basis is written down to fair value through a charge to interest income. For available-for-sale securities that do not meet the aforementioned criteria, we evaluate whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, the Company considers such factors as, among other things, the severity of the impairment, any changes in interest rates, how long the market value of the investment has been less than its original cost, the Company’s ability and intent to retain the short-term debt security investment for a period of time sufficient to allow for any anticipated recovery in fair value and market conditions in general. The credit-related portion of unrealized losses, and any subsequent improvements, are recorded in interest income through an allowance account. Any impairment that has not been recorded through an allowance for credit losses is included in other comprehensive loss on the statements of operations and comprehensive loss. No credit-related losses or impairments have been recognized on the Company’s investments in available-for-sale securities during the year ended December 31, 2023. All of the Company’s short-term investments as of December 31, 2023 had maturities of less than one year. 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 Property and Equipment Property and equipment are recorded at cost, less accumulated depreciation and amortization. Property and equipment is depreciated over the estimated useful life of the asset or the term of the lease using the straight-line method, whichever is shorter. Maintenance and repairs are charged to expense as incurred. At the time depreciable property is retired or otherwise disposed of, the related cost and accumulated depreciation or amortization are removed from the accounts and any resulting gain or loss is reflected in operations. The Company has determined the estimated useful lives of its property and equipment, as follows: SCHEDULE OF PROPERTY AND EQUIPMENT ESTIMATED USEFUL LIFE Furniture and office equipment 5 Laboratory equipment 5 Computer equipment 3 Leasehold improvements Life of lease Management assesses the carrying value of property and equipment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. If there is indication of impairment, management prepares an estimate of future cash flows expected to result from the use of the asset and its eventual disposition. If these cash flows are less than the carrying amount of the asset, an impairment loss is recognized to write down the asset to its estimated fair value. 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 — The Company’s short-term investments and cash equivalents are carried at fair value, determined according to the fair value hierarchy described in Note 3 below. The carrying amount of the Company’s warrant liabilities of $ 169 Income Taxes Income tax expense is based on pretax financial accounting income. Deferred tax assets and liabilities are recognized for the expected tax consequences of temporary differences between the tax bases of assets and liabilities and their reported amounts. Valuation allowances are recorded to reduce deferred tax assets to the amount that will more likely than not be realized. The Company recorded a valuation allowance against its deferred tax assets as of December 31, 2023 and 2022. The Company accounts for uncertainty in income taxes using a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50 percent likely of being realized upon settlement. The Company classifies the liability for unrecognized tax benefits as current to the extent that the Company anticipates payment (or receipt) of cash within one year. Interest and penalties related to uncertain tax positions are recognized in the provision for income taxes. Patents and Patent Application Costs Although the Company believes that its patents and underlying technology have continuing value, the amount of future benefits to be derived from the patents is uncertain. Patent costs are therefore expensed as incurred and are included in General and Administrative expenses on the accompanying Statements of Operations. Patent expenses were $ 107 88 Segment Information The Company manages its operations as a single operating segment for the purposes of assessing performance and making operating decisions. The Company’s current focus is on developing oncolytic immunotherapies for the treatment of cancer. Research and Development Costs Research and development expenses are expensed as incurred. Research and development expenses consist of costs incurred to discover, research and develop drug candidates, including compensation-related expenses for research and development personnel, including stock-based compensation expense, preclinical and clinical activities, costs of manufacturing, overhead expenses including facilities and laboratory expenses, materials and supplies, amounts paid to consultants and outside service providers, and depreciation and amortization. Payments made pursuant to research and development contracts are initially recorded as advances on research and development contract services in the Company’s balance sheet and are then charged to research and development costs in the Company’s statement of operations as those contract services are performed. Expenses incurred under research and development contracts in excess of amounts advanced are recorded as research and development contract liabilities in the Company’s balance sheet, with a corresponding charge to research and development costs in the Company’s statement of operations. The Company reviews the status of its research and development contracts on a quarterly basis. Research Contract Costs and Accruals The Company has entered into various research and development-related contracts with companies both inside and outside of the United States. These agreements are generally cancellable, and related costs are recorded as research and development expenses as incurred. The Company records prepaid expenses and accruals for estimated ongoing research costs. When evaluating the adequacy of the prepaid expenses and accrued liabilities, the Company analyzes progress of the studies or clinical trials, including the phase or completion of events, invoices received and contracted costs. Significant judgments and estimates are made in determining the accrued balances at the end of any reporting period. Actual results could differ from the Company’s estimates. The Company’s historical accrual estimates have not been materially different from the actual costs. 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. Comprehensive Loss Comprehensive loss includes net loss as well as other changes in stockholders’ equity that result from transactions and economic events other than those with shareholders. For the year ended December 31, 2023, comprehensive loss included $ 12 Leases The Company accounts for its leases in accordance with the guidance of ASC 842, Leases Recent Accounting Pronouncements The Company’s management has evaluated all the recently issued, but not yet effective, accounting standards and guidance that have been issued or proposed by the FASB or other standards-setting bodies through the filing date of these financial statements and does not believe the future adoption of any such pronouncements will have a material effect on the Company’s financial position and results of operations. |
FAIR VALUE OF FINANCIAL ASSETS
FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES | NOTE 3 - FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES The following table presents information about the Company’s financial assets and liabilities measured at fair value on a recurring basis: SCHEDULE OF FINANCIAL ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON A RECURRING BASIS Fair Value Measurements as of December 31, 2023, Using: Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ — $ 7,924 $ — $ 7,924 Short-term investments: US Government Agency bonds — 8,625 — 8,625 US Treasury bonds — 5,148 — 5,148 Total Cash equivalents and Short-term investments $ — $ 21,697 $ — $ 21,697 The underlying securities in the money market funds held by the Company are all government backed securities. During the year ended December 31, 2023, there were no transfers between levels. There were no cash equivalents or short-term investments as of December 31, 2022. Valuation of cash equivalents and short-term investments Money market funds, U.S. Government Agency bonds and U.S. Treasury bonds 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 December 31, 2023. |
SHORT-TERM INVESTMENTS
SHORT-TERM INVESTMENTS | 12 Months Ended |
Dec. 31, 2023 | |
Investments, All Other Investments [Abstract] | |
SHORT-TERM INVESTMENTS | NOTE 4 - SHORT-TERM INVESTMENTS As of December 31, 2023, the Company’s available-for-sale investments by type, consisted of the following: SCHEDULE OF AVAILABLE FOR SALE INVESTMENTS Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Credit Losses Fair Value US Government agency bonds $ 8,617 $ 8 $ — $ — $ 8,625 US Treasury bonds 5,144 4 — — 5,148 Total $ 13,761 $ 12 $ — $ — $ 13,773 As of December 31, 2023, all available-for-sale securities consisted of investments that mature within one year. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 5 - PROPERTY AND EQUIPMENT Property and equipment consisted of the following at December 31, 2023 and 2022: SCHEDULE OF PROPERTY AND EQUIPMENT December 31, 2023 December 31, 2022 Furniture and office equipment $ 148 $ 148 Laboratory equipment 2,792 2,762 Computer equipment 127 127 Leasehold improvements 557 557 Construction-in-progress 995 — Property and equipment, gross 4,619 3,594 Less: accumulated depreciation and amortization (3,449 ) (2,950 ) Property and equipment, net $ 1,170 $ 644 Depreciation expense for each of the years ended December 31, 2023 and 2022 was $ 499 and $ 553 , respectively. |
ACCRUED PAYROLL AND PAYROLL TAX
ACCRUED PAYROLL AND PAYROLL TAXES | 12 Months Ended |
Dec. 31, 2023 | |
Accrued Payroll And Payroll Taxes | |
ACCRUED PAYROLL AND PAYROLL TAXES | NOTE 6 – 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 1,187 2,037 1,716 321 2,117 |
LEASE LIABILITIES
LEASE LIABILITIES | 12 Months Ended |
Dec. 31, 2023 | |
Lease Liabilities | |
LEASE LIABILITIES | NOTE 7 – 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 October 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 term through December 2024, with no changes to any of the other terms of the lease The average monthly rent payment on the extended lease is approximately $ 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 In November 2023, the Company entered into a long-term non-cancellable lease agreement for a second manufacturing facility that requires aggregate average monthly payments of $ 12 extend for an additional five years 803 7.00 During the years ended December 31, 2023 and 2022, the Company made combined aggregate payments of $ 523 389 2,519 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 years ended December 31, 2023 and 2022, the Company reflected combined amortization of the right of use assets of $ 519 and $ 415 , respectively, related to the leases, resulting in a combined net asset balance of $ 2,428 and $ 1,335 as of December 31, 2023 and 2022, respectively. The maturities of the Company’s lease liabilities are as follows as of December 31, 2023: SCHEDULE OF MATURITIES LEASE LIABILITIES Years ending 2024 $ 653 2025 330 2026 362 2027 331 2028 275 Thereafter 568 Total lease liabilities 2,519 Less: current portion (653 ) Long-term portion $ 1,866 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 $ 36 |
NOTES PAYABLE _ SHAREHOLDERS
NOTES PAYABLE – SHAREHOLDERS | 12 Months Ended |
Dec. 31, 2023 | |
Notes Payable Shareholders | |
NOTES PAYABLE – SHAREHOLDERS | NOTE 8 – 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 year ended December 31, 2023, the Company extended the due date on the notes until April 30, 2023. During the year ended December 31, 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 The following table sets forth a summary of the changes in the estimated fair value of the warrant liabilities during the years ended December 31, 2023 and 2022: SCHEDULE OF CHANGES IN ESTIMATED FAIR VALUE OF WARRANT LIABILITIES Years Ended December 31, 2023 2022 Beginning balance $ 169 $ - Recognition of warrant liabilities - 169 Change in fair value - - Extinguishment (169 ) - Ending balance $ - $ 169 |
CONVERTIBLE NOTES PAYABLE _ SHA
CONVERTIBLE NOTES PAYABLE – SHAREHOLDERS | 12 Months Ended |
Dec. 31, 2023 | |
Convertible Notes Payable Shareholders | |
CONVERTIBLE NOTES PAYABLE – SHAREHOLDERS | NOTE 9 – CONVERTIBLE NOTES PAYABLE – SHAREHOLDERS Convertible notes payable to shareholders consisted of the following as of December 31, 2023 and 2022: SCHEDULE OF CONVERTIBLE NOTES PAYABLE TO SHAREHOLDERS December 31, 2023 December 31, 2022 Convertible notes payable - shareholders (a) (a) $ — $ 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 — 15,407 Less: current portion — (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 year ended December 31, 2023, the Company repaid $ 25 20 40 38 2,094 (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 |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES PAYABLE | NOTE 10 – CONVERTIBLE NOTES PAYABLE Convertible notes payable consisted of the following as of December 31, 2023 and 2022: SCHEDULE OF CONVERTIBLE NOTES PAYABLE December 31, 2023 December 31, 2022 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 |
U.S. SMALL BUSINESS ADMINISTRAT
U.S. SMALL BUSINESS ADMINISTRATION LOAN UNDER THE CARES ACT | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
U.S. SMALL BUSINESS ADMINISTRATION LOAN UNDER THE CARES ACT | NOTE 11 – U.S. SMALL BUSINESS ADMINISTRATION LOAN UNDER THE CARES ACT During the year ended December 31, 2020, the Company entered into a loan agreement with the United States Small Business Administration (“SBA”) under which the Company borrowed $ 314 1.0 No |
LICENSE AGREEMENTS
LICENSE AGREEMENTS | 12 Months Ended |
Dec. 31, 2023 | |
License Agreements | |
LICENSE AGREEMENTS | NOTE 12 – LICENSE AGREEMENTS Agreement with Newsoara BioPharma Co. Ltd In September 2021, the Company entered into a collaboration and exclusive license with Newsoara BioPharma Co. Ltd (“Newsoara”) for the development and commercialization of the Company’s primary product (Olvi-Vec). According to the terms of the agreement, Newsoara shall have exclusive rights in Greater China to Olvi-Vec. The Company and Newsoara are co-sponsors of a Phase 1/2 clinical trial in China of Olvi-Vec in patients with recurrent SCLC, of which Newsoara currently is conducting the Phase 1 portion of the trial. Newsoara also shall have exclusive rights in Greater China to the Company’s proprietary oncolytic virus platform (with the exception of V-VET1, described below), and the parties will collaborate on the development of novel oncolytic immune therapeutics. Newsoara, at its cost and expense, will be responsible for development and commercialization and will have the future right to manufacture licensed products in Greater China. Under terms of the agreement, the Company has received up-front and near-term payments totaling $ 9,900 10 160.5 4,500 10 5,400 10 The allocation of the transaction price to the Company’s primary performance obligations in the agreement includes payments related to each of the following obligations (or events): 1) Signing of the agreement and transfer of rights to its technology - $ 5.0 2) Approval from the U.S. Food and Drug Administration to begin the phase 3 trial of the Company’s primary product - $ 6.0 10 3) Manufacture and distribute product, or the transfer of its manufacturing technology – the manufactured cost of the product as determined by the Company and approved by the customer upon completion of a production batch. At December 31,2021, the Company performed an analysis of revenue recognition in accordance with guidance of ASC 606 and determined that since the Company did not complete obligation 3) above prior to December 31, 2021, that revenue would be recognized at such time as the Company met that performance obligation. As such, as of December 31, 2021, the Company delayed recognition of any revenue under this contract and the cash received of $ 4,500 11,000 10 1,100 9,900 Agreement with ELIAS Animal Health, LLC In November 2021, the Company entered into an exclusive worldwide licensing agreement for V-VET1, its clinical stage animal health product candidate, with ELIAS Animal Health, LLC (ELIAS), a biotechnology company advancing its novel cell-based immunotherapies for the treatment of cancer in veterinary medicine. V-VET1 is a vaccinia viral strain which selectively replicates in cancer cells causing cell death (apoptosis). ELIAS plans future clinical trials to evaluate and develop V-VET1 as a potential new immunotherapy option for veterinary oncologists. Under the terms of the agreement, Genelux will receive an upfront payment of $ 60 The allocation of the transaction price to the Company’s primary performance obligations in the agreement includes payments related to each of the following obligations (or events): 1) Signing of the agreement and transfer of rights to its technology - $ 60 2) Manufacture and distribute product, or the transfer of its manufacturing technology – the manufactured cost of the product as determined by the Company and approved by the customer upon completion of a production batch. The Company performed an analysis of revenue recognition in accordance with guidance of ASC 606 and determined that since the Company did not complete obligation 2) above prior to December 31, 2021, that revenue recognition would be recognized at such time as the Company met that performance obligation. During the year ended December 31, 2022, the Company received payments of $ 60 8 68 60 |
SHAREHOLDERS_ EQUITY
SHAREHOLDERS’ EQUITY | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
SHAREHOLDERS’ EQUITY | NOTE 13 - 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 Shares Issued and Outstanding Par Value 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 8,359,143 994,705 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 26,788,986 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 December 31, 2023, the Company sold 1,292,079 25,842 25,142 6,000 30,000 In November 2023, the Company 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 year ended December 31, 2023: SCHEDULE OF RESTRICTED COMMON STOCK ACTIVITY Number of Restricted Shares Fair Value Weighted Average Grant Date Fair Value Non-vested, December 31, 2022 - $ - $ - Granted 171,400 2,043 11.92 Vested (113,500) (940 ) 6.57 Forfeited - - - Non-vested, December 31, 2023 57,900 $ 1,103 $ 22.40 In February 2023, the Company’s Board of Directors approved the issuance of a combined total of 113,500 746 In September 2023, the Company’s Board of Directors approved the issuance of a combined total of 57,900 1,297 During the year ended December 31, 2023, the Company recorded $ 940 1,103 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, RSU 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 5 706,388 12,645 171,400 1,922,212 1,339,449 3,261,661 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 Year Ended December 31, 2023 During the year ended December 31, 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 1,150,688 13.97 22.40 vest over various periods, but none longer than four years, expire ten years from the date of grant 20,676 2,515 The assumptions used for the options granted during the year ended December 31, 2023 are as follows: SCHEDULE OF OPTION GRANTED Exercise prices $ 13.97 22.40 Expected dividends — Expected volatility 100.0 % Risk free interest rate 3.9 4.4 % Expected life of options 5.5 6.6 Stock Option Grants during the Year Ended December 31, 2022 During the year ended December 31, 2022, under its 2019 Incentive Plan, the Company granted options to certain employees and directors, and a consultant, to purchase 247,785 9.00 10.50 vest over various periods, but none longer than four years, expire ten years from the date of grant 1,969 2,415 The assumptions used for all of the options granted during the year ended December 31, 2022 are as follows: Exercise prices $ 9.00 10.50 Expected dividends — Expected volatility 94.6 96.1 % Risk free interest rate 0.34 % Expected life of options 5.0 5.9 The table below summarizes the Company’s stock option activities for the years ended December 31, 2023 and 2022: SCHEDULE OF STOCK OPTION ACTIVITY Number of Option Shares Exercise Price Range Per Share Weighted Average Exercise Price Balance, December 31, 2021 3,953,234 $ 9.00 10.50 $ 10.11 Granted 247,785 9.00 10.50 10.40 Cancelled — — — Exercised — — — Expired — — — Balance, December 31, 2022 4,201,019 9.00 10.50 10.12 Granted 1,150,688 13.97 22.40 22.26 Cancelled — — — Exercised (232,787 ) 6.00 10.50 6.34 Expired (51,581 ) 6.00 6.00 Balance, December 31, 2023 5,067,339 $ 6.00 22.40 $ 9.76 Vested and exercisable, December 31, 2023 3,780,455 $ 6.00 10.50 $ 6.09 Unvested, December 31, 2023 1,286,884 $ 6.00 22.40 $ 20.66 The following table summarizes information concerning outstanding and exercisable options as of December 31, 2023: SCHEDULE OF OUTSTANDING AND EXERCISABLE OPTIONS Options Outstanding Options Exercisable Range of Exercise Prices Number Outstanding Average Remaining Contractual Life (in years) Weighted Average Exercise Price Number Exercisable Average Remaining Contractual Life (in years) Weighted Average Exercise Price $ 6.00 3,826,552 4.55 $ 6.00 3,689,352 4.43 $ 6.00 6.01 10.50 90,099 2.03 9.52 90,099 2.03 9.52 10.51 22.40 1,150,688 9.70 22.26 704 9.69 22.40 $ 6.00 22.40 5,067,339 5.68 $ 9.76 3,780,455 4.37 $ 6.09 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 2,689 Stock Option Exercises During the year ended December 31, 2023, a total of 232,787 1,474 As of December 31, 2023, unvested compensation of $ 19,825 22.26 7.68 31,056 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 following table summarizes the stock-based compensation expense, for stock options only, by line item in the statements of operations for the years ended December 31, 2023 and 2022, respectively. SUMMARY OF STOCK BASED COMPENSATION EXPENSE December 31, 2023 December 31, 2022 Research and development $ 915 $ 368 General and administrative 1,600 2,047 Total stock-based compensation expense $ 2,515 $ 2,415 Stock Warrants The table below summarizes the Company’s warrants activities for the years ended December 31, 2023 and 2022: SCHEDULE OF WARRANTS ACTIVITY Number of Warrant Shares Exercise Price Range Per Share Weighted Average Exercise Price Balance, December 31, 2021 823,123 $ 0.03 10.50 $ 7.56 Granted — — — Cancelled — — — Exercised (16,666 ) 0.03 9.00 7.21 Expired (81,283 ) 0.03 10.50 1.56 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 (655,523 ) 6.00 10.50 8.81 Expired (4,762 ) 10.50 10.50 Balance, December 31, 2023 512,759 $ 3.00 10.50 $ 7.14 Vested and exercisable, December 31, 2023 512,759 $ 3.00 10.50 $ 7.14 The following table summarizes information concerning outstanding and exercisable warrants as of December 31, 2023: SCHEDULE OF OUTSTANDING AND EXERCISABLE WARRANTS Warrants Outstanding Warrants Exercisable Range of Exercise Prices Number Outstanding Average Remaining Contractual Life (in years) Weighted Average Exercise Price Number Exercisable Average Remaining Contractual Life (in years) Weighted Average Exercise Price $ 3.00 133,333 3.17 $ 3.00 133,333 3.17 $ 3.00 3.01 10.49 375,617 2.24 8.57 375,617 2.24 8.57 10.50 3,809 0.31 10.50 3,809 0.31 10.50 $ 3.00 10.50 512,759 2.46 $ 7.14 512,759 2.46 $ 7.14 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 6.00 185,694 6.00 140,303 no During the year ended December 31, 2023, the Company granted warrants to certain of its lenders to purchase up to 44,441 5.40 During the year ended December 31, 2023, the Company granted warrants to certain of its lenders to purchase up to 217,771 9.00 10.50 3,152 217,771 2,175 During the year ended December 31, 2023, a warrant holder completed a cashless exercise of their warrants to purchase 146,641 10.50 70,265 During the year ended December 31, 2023, a warrant holder completed a cashless exercise of a warrant to purchase 16,666 9.00 11,666 88,751 814 During the year ended December 31, 2023, a total of 126,767 The aggregate intrinsic value for warrant shares outstanding at December 31, 2022 was $ 3,141 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 14 - INCOME TAXES Significant components of the provision for income taxes for the years ended December 31, 2023 and 2022 are as follows: PROVISION FOR INCOME TAXES December 31, 2023 December 31, 2022 Current Federal $ (6,014 ) $ 258 State (2,547 ) 93 Foreign — 1,100 Total (8,561 ) 1,451 Deferred Federal 4,876 3,448 State 2,227 538 Total 7,103 3,986 Total income tax expense before change in valuation allowance (1,458 ) 5,437 Change in valuation allowance 1,458 (4,337 ) Total income tax expense $ — $ 1,100 The reconciliation of income tax attributable to income before provision for income taxes at the U.S. federal statutory tax rate to income tax expense for the years ended December 31, 2023 and 2022 is as follows: INCOME TAX RECONCILIATION BASED ON FEDERAL STATUTORY RATE December 31, 2023 December 31, 2022 Statutory federal income tax rate of 21% applied to loss before income taxes $ (5,942 ) $ (1,093 ) State income tax rate of 7%, net of federal benefit (2,017 ) (364 ) Foreign income taxes — 1,100 Convertible note interest — 12 Other temporary differences (83 ) 1,339 Change in valuation allowance 8,042 106 Total income tax expense $ — $ 1,100 Significant components of the Company’s deferred tax assets and liabilities as of December 31, 2023 and 2022 were as follows: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES December 31, December 31, Deferred tax assets Stock-based compensation $ 10,900 $ 9,181 Accruals 1,690 4,388 Fixed assets 67 67 Net operating losses 45,593 34,921 Tax credits 4,549 4,549 Total deferred tax assets 62,799 53,106 Deferred tax liabilities State taxes (3,686 ) (2,623 ) Prepaid expenses (234 ) (446 ) Fixed assets — 75 Total deferred tax liabilities (3,920 ) (2,994 ) Net deferred tax assets before valuation allowance 58,879 50,112 Valuation allowance (58,879 ) (50,112 ) Net deferred tax assets $ — $ — Deferred income tax assets and liabilities are recorded for differences between the financial statement and tax basis of the assets and liabilities that will result in taxable or deductible amounts in the future based on enacted laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. The Company has evaluated the available evidence supporting the realization of its gross deferred tax assets, including the amount and timing of future taxable income, and has determined it is more likely than not that the assets will not be realized. Due to uncertainties surrounding the realizability of the deferred tax assets, the Company has recorded a full valuation allowance against its deferred tax assets at December 31, 2023 and 2022. At December 31, 2023 and 2022, the Company had federal income tax net operating loss carryforwards of approximately $ 160,000 132,000 134,000 106,000 22,330 2,579 1,970 The Company has adopted the provisions in ASC 740 relating to the accounting for uncertain tax positions. This provision requires that the Company recognize the impact of a tax position in its financial statements if the position is more likely than not to be sustained upon examination and on the technical merits of the position. The Company’s also has a policy to recognize interest and/or penalties on the income tax expense related to uncertain tax positions. The Company had no material uncertain tax positions as of December 31, 2023 and 2022, respectively, and consequently, no interest or penalties have been accrued by the Company. The Company is subject to taxation in the United States and state jurisdictions. The Company’s tax years for 2010 and forward are subject to examination by the United States and California tax authorities due to the carry forward of unutilized net operating losses. |
LEGAL MATTERS
LEGAL MATTERS | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
LEGAL MATTERS | NOTE 15 - LEGAL MATTERS As of December 31, 2023, we were the defendant in one pending litigation. On November 6, 2023, the Los Angeles County Superior Court granted the Company’s motion for summary judgment and issued an order and final judgment dismissing all claims against the Company with prejudice. Although the plaintiff filed a notice of appeal of the dismissal order with the California Court of Appeal, the plaintiff subsequently filed a request for dismissal of his appeal, which was dismissed by the appellate court on February 23, 2024. Accordingly, the order and final judgment dismissing all claims against the Company with prejudice is now final. In the future, the Company 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 | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 16 - SUBSEQUENT EVENTS Subsequent to December 31, 2023, several warrant holders exercised their warrants to purchase 76,487 9.00 688 Subsequent to December 31, 2023, the Company extended the warrant expiration date on the warrants for two warrant holders. Their warrants were set to expire on December 31, 2023, but were extended to March 31, 2024 3,809 10.50 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 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 years ended December 31, 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 December 31, December 31, Convertible notes payable - 3,394,569 Common stock equivalent of Series A through K convertible preferred stock - 7,567,630 Stock options 5,067,339 4,201,019 Stock warrants 512,759 725,174 Restricted stock units 57,900 - Stock warrants, issuable upon conversion of notes payable - 183,852 Total 5,637,998 16,072,244 |
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; and ● 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 the Newsoara License Agreement (see Note 12), invoiced and collected $ 170 |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments, which potentially subject the Company to concentration of credit risk, consist primarily of cash deposits. The Company maintains deposits in federally insured financial institutions in excess of federally insured limits. Management believes that the Company is not exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held. The Company has not experienced any losses on deposits since inception. |
Cash Equivalents | Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less at date of purchase to be cash equivalents. Cash equivalents consisted of money market funds as of December 31, 2023. There were no 7,924 |
Short-Term Investments | Short-Term Investments The Company’s short-term debt security investments are classified as available-for-sale and are carried at fair value, with the unrealized gains and non-credit related losses reported as a component of accumulated other comprehensive loss and included in stockholders’ equity. Realized gains and losses and declines in value determined to be other than temporary are based on the specific identification method and are included as a component of total other income (expense), net in the Statements of Operations. There were no realized gains or losses during the year ended December 31, 2023. For available-for-sale securities in an unrealized loss position, we first assess whether we intend to sell, or if it is more likely than not that we will be required to sell, the security before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the security’s amortized cost basis is written down to fair value through a charge to interest income. For available-for-sale securities that do not meet the aforementioned criteria, we evaluate whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, the Company considers such factors as, among other things, the severity of the impairment, any changes in interest rates, how long the market value of the investment has been less than its original cost, the Company’s ability and intent to retain the short-term debt security investment for a period of time sufficient to allow for any anticipated recovery in fair value and market conditions in general. The credit-related portion of unrealized losses, and any subsequent improvements, are recorded in interest income through an allowance account. Any impairment that has not been recorded through an allowance for credit losses is included in other comprehensive loss on the statements of operations and comprehensive loss. No credit-related losses or impairments have been recognized on the Company’s investments in available-for-sale securities during the year ended December 31, 2023. All of the Company’s short-term investments as of December 31, 2023 had maturities of less than one year. |
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 |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost, less accumulated depreciation and amortization. Property and equipment is depreciated over the estimated useful life of the asset or the term of the lease using the straight-line method, whichever is shorter. Maintenance and repairs are charged to expense as incurred. At the time depreciable property is retired or otherwise disposed of, the related cost and accumulated depreciation or amortization are removed from the accounts and any resulting gain or loss is reflected in operations. The Company has determined the estimated useful lives of its property and equipment, as follows: SCHEDULE OF PROPERTY AND EQUIPMENT ESTIMATED USEFUL LIFE Furniture and office equipment 5 Laboratory equipment 5 Computer equipment 3 Leasehold improvements Life of lease Management assesses the carrying value of property and equipment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. If there is indication of impairment, management prepares an estimate of future cash flows expected to result from the use of the asset and its eventual disposition. If these cash flows are less than the carrying amount of the asset, an impairment loss is recognized to write down the asset to its estimated fair value. |
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 — The Company’s short-term investments and cash equivalents are carried at fair value, determined according to the fair value hierarchy described in Note 3 below. The carrying amount of the Company’s warrant liabilities of $ 169 |
Income Taxes | Income Taxes Income tax expense is based on pretax financial accounting income. Deferred tax assets and liabilities are recognized for the expected tax consequences of temporary differences between the tax bases of assets and liabilities and their reported amounts. Valuation allowances are recorded to reduce deferred tax assets to the amount that will more likely than not be realized. The Company recorded a valuation allowance against its deferred tax assets as of December 31, 2023 and 2022. The Company accounts for uncertainty in income taxes using a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50 percent likely of being realized upon settlement. The Company classifies the liability for unrecognized tax benefits as current to the extent that the Company anticipates payment (or receipt) of cash within one year. Interest and penalties related to uncertain tax positions are recognized in the provision for income taxes. |
Patents and Patent Application Costs | Patents and Patent Application Costs Although the Company believes that its patents and underlying technology have continuing value, the amount of future benefits to be derived from the patents is uncertain. Patent costs are therefore expensed as incurred and are included in General and Administrative expenses on the accompanying Statements of Operations. Patent expenses were $ 107 88 |
Segment Information | Segment Information The Company manages its operations as a single operating segment for the purposes of assessing performance and making operating decisions. The Company’s current focus is on developing oncolytic immunotherapies for the treatment of cancer. |
Research and Development Costs | Research and Development Costs Research and development expenses are expensed as incurred. Research and development expenses consist of costs incurred to discover, research and develop drug candidates, including compensation-related expenses for research and development personnel, including stock-based compensation expense, preclinical and clinical activities, costs of manufacturing, overhead expenses including facilities and laboratory expenses, materials and supplies, amounts paid to consultants and outside service providers, and depreciation and amortization. Payments made pursuant to research and development contracts are initially recorded as advances on research and development contract services in the Company’s balance sheet and are then charged to research and development costs in the Company’s statement of operations as those contract services are performed. Expenses incurred under research and development contracts in excess of amounts advanced are recorded as research and development contract liabilities in the Company’s balance sheet, with a corresponding charge to research and development costs in the Company’s statement of operations. The Company reviews the status of its research and development contracts on a quarterly basis. |
Research Contract Costs and Accruals | Research Contract Costs and Accruals The Company has entered into various research and development-related contracts with companies both inside and outside of the United States. These agreements are generally cancellable, and related costs are recorded as research and development expenses as incurred. The Company records prepaid expenses and accruals for estimated ongoing research costs. When evaluating the adequacy of the prepaid expenses and accrued liabilities, the Company analyzes progress of the studies or clinical trials, including the phase or completion of events, invoices received and contracted costs. Significant judgments and estimates are made in determining the accrued balances at the end of any reporting period. Actual results could differ from the Company’s estimates. The Company’s historical accrual estimates have not been materially different from the actual costs. |
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. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss includes net loss as well as other changes in stockholders’ equity that result from transactions and economic events other than those with shareholders. For the year ended December 31, 2023, comprehensive loss included $ 12 |
Leases | Leases The Company accounts for its leases in accordance with the guidance of ASC 842, Leases |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company’s management has evaluated all the recently issued, but not yet effective, accounting standards and guidance that have been issued or proposed by the FASB or other standards-setting bodies through the filing date of these financial statements and does not believe the future adoption of any such pronouncements will have a material effect on the Company’s financial position and results of operations. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
SCHEDULE OF POTENTIALLY DILUTIVE SECURITIES | SCHEDULE OF POTENTIALLY DILUTIVE SECURITIES December 31, December 31, Convertible notes payable - 3,394,569 Common stock equivalent of Series A through K convertible preferred stock - 7,567,630 Stock options 5,067,339 4,201,019 Stock warrants 512,759 725,174 Restricted stock units 57,900 - Stock warrants, issuable upon conversion of notes payable - 183,852 Total 5,637,998 16,072,244 |
SCHEDULE OF PROPERTY AND EQUIPMENT ESTIMATED USEFUL LIFE | SCHEDULE OF PROPERTY AND EQUIPMENT ESTIMATED USEFUL LIFE Furniture and office equipment 5 Laboratory equipment 5 Computer equipment 3 Leasehold improvements Life of lease |
FAIR VALUE OF FINANCIAL ASSET_2
FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
SCHEDULE OF FINANCIAL ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON A RECURRING BASIS | The following table presents information about the Company’s financial assets and liabilities measured at fair value on a recurring basis: SCHEDULE OF FINANCIAL ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON A RECURRING BASIS Fair Value Measurements as of December 31, 2023, Using: Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ — $ 7,924 $ — $ 7,924 Short-term investments: US Government Agency bonds — 8,625 — 8,625 US Treasury bonds — 5,148 — 5,148 Total Cash equivalents and Short-term investments $ — $ 21,697 $ — $ 21,697 |
SHORT-TERM INVESTMENTS (Tables)
SHORT-TERM INVESTMENTS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Investments, All Other Investments [Abstract] | |
SCHEDULE OF AVAILABLE FOR SALE INVESTMENTS | SCHEDULE OF AVAILABLE FOR SALE INVESTMENTS Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Credit Losses Fair Value US Government agency bonds $ 8,617 $ 8 $ — $ — $ 8,625 US Treasury bonds 5,144 4 — — 5,148 Total $ 13,761 $ 12 $ — $ — $ 13,773 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY AND EQUIPMENT | Property and equipment consisted of the following at December 31, 2023 and 2022: SCHEDULE OF PROPERTY AND EQUIPMENT December 31, 2023 December 31, 2022 Furniture and office equipment $ 148 $ 148 Laboratory equipment 2,792 2,762 Computer equipment 127 127 Leasehold improvements 557 557 Construction-in-progress 995 — Property and equipment, gross 4,619 3,594 Less: accumulated depreciation and amortization (3,449 ) (2,950 ) Property and equipment, net $ 1,170 $ 644 |
LEASE LIABILITIES (Tables)
LEASE LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Lease Liabilities | |
SCHEDULE OF MATURITIES LEASE LIABILITIES | The maturities of the Company’s lease liabilities are as follows as of December 31, 2023: SCHEDULE OF MATURITIES LEASE LIABILITIES Years ending 2024 $ 653 2025 330 2026 362 2027 331 2028 275 Thereafter 568 Total lease liabilities 2,519 Less: current portion (653 ) Long-term portion $ 1,866 |
NOTES PAYABLE _ SHAREHOLDERS (T
NOTES PAYABLE – SHAREHOLDERS (Tables) | 12 Months Ended |
Dec. 31, 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 |
SCHEDULE OF CHANGES IN ESTIMATED FAIR VALUE OF WARRANT LIABILITIES | SCHEDULE OF CHANGES IN ESTIMATED FAIR VALUE OF WARRANT LIABILITIES Years Ended December 31, 2023 2022 Beginning balance $ 169 $ - Recognition of warrant liabilities - 169 Change in fair value - - Extinguishment (169 ) - Ending balance $ - $ 169 |
CONVERTIBLE NOTES PAYABLE _ S_2
CONVERTIBLE NOTES PAYABLE – SHAREHOLDERS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Convertible Notes Payable Shareholders | |
SCHEDULE OF CONVERTIBLE NOTES PAYABLE TO SHAREHOLDERS | Convertible notes payable to shareholders consisted of the following as of December 31, 2023 and 2022: SCHEDULE OF CONVERTIBLE NOTES PAYABLE TO SHAREHOLDERS December 31, 2023 December 31, 2022 Convertible notes payable - shareholders (a) (a) $ — $ 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 — 15,407 Less: current portion — (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 year ended December 31, 2023, the Company repaid $ 25 20 40 38 2,094 (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 |
CONVERTIBLE NOTES PAYABLE (Tabl
CONVERTIBLE NOTES PAYABLE (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF CONVERTIBLE NOTES PAYABLE | Convertible notes payable consisted of the following as of December 31, 2023 and 2022: SCHEDULE OF CONVERTIBLE NOTES PAYABLE December 31, 2023 December 31, 2022 Convertible note payable $ - $ 9,065 Less: debt discount - (541 ) Convertible notes payable, net $ - $ 8,524 |
SHAREHOLDERS_ EQUITY (Tables)
SHAREHOLDERS’ EQUITY (Tables) | 12 Months Ended |
Dec. 31, 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 Shares Issued and Outstanding Par Value 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 year ended December 31, 2023: SCHEDULE OF RESTRICTED COMMON STOCK ACTIVITY Number of Restricted Shares Fair Value Weighted Average Grant Date Fair Value Non-vested, December 31, 2022 - $ - $ - Granted 171,400 2,043 11.92 Vested (113,500) (940 ) 6.57 Forfeited - - - Non-vested, December 31, 2023 57,900 $ 1,103 $ 22.40 |
SCHEDULE OF OPTION GRANTED | The assumptions used for the options granted during the year ended December 31, 2023 are as follows: SCHEDULE OF OPTION GRANTED Exercise prices $ 13.97 22.40 Expected dividends — Expected volatility 100.0 % Risk free interest rate 3.9 4.4 % Expected life of options 5.5 6.6 The assumptions used for all of the options granted during the year ended December 31, 2022 are as follows: Exercise prices $ 9.00 10.50 Expected dividends — Expected volatility 94.6 96.1 % Risk free interest rate 0.34 % Expected life of options 5.0 5.9 |
SCHEDULE OF STOCK OPTION ACTIVITY | The table below summarizes the Company’s stock option activities for the years ended December 31, 2023 and 2022: SCHEDULE OF STOCK OPTION ACTIVITY Number of Option Shares Exercise Price Range Per Share Weighted Average Exercise Price Balance, December 31, 2021 3,953,234 $ 9.00 10.50 $ 10.11 Granted 247,785 9.00 10.50 10.40 Cancelled — — — Exercised — — — Expired — — — Balance, December 31, 2022 4,201,019 9.00 10.50 10.12 Granted 1,150,688 13.97 22.40 22.26 Cancelled — — — Exercised (232,787 ) 6.00 10.50 6.34 Expired (51,581 ) 6.00 6.00 Balance, December 31, 2023 5,067,339 $ 6.00 22.40 $ 9.76 Vested and exercisable, December 31, 2023 3,780,455 $ 6.00 10.50 $ 6.09 Unvested, December 31, 2023 1,286,884 $ 6.00 22.40 $ 20.66 |
SCHEDULE OF OUTSTANDING AND EXERCISABLE OPTIONS | The following table summarizes information concerning outstanding and exercisable options as of December 31, 2023: SCHEDULE OF OUTSTANDING AND EXERCISABLE OPTIONS Options Outstanding Options Exercisable Range of Exercise Prices Number Outstanding Average Remaining Contractual Life (in years) Weighted Average Exercise Price Number Exercisable Average Remaining Contractual Life (in years) Weighted Average Exercise Price $ 6.00 3,826,552 4.55 $ 6.00 3,689,352 4.43 $ 6.00 6.01 10.50 90,099 2.03 9.52 90,099 2.03 9.52 10.51 22.40 1,150,688 9.70 22.26 704 9.69 22.40 $ 6.00 22.40 5,067,339 5.68 $ 9.76 3,780,455 4.37 $ 6.09 |
SUMMARY OF STOCK BASED COMPENSATION EXPENSE | The following table summarizes the stock-based compensation expense, for stock options only, by line item in the statements of operations for the years ended December 31, 2023 and 2022, respectively. SUMMARY OF STOCK BASED COMPENSATION EXPENSE December 31, 2023 December 31, 2022 Research and development $ 915 $ 368 General and administrative 1,600 2,047 Total stock-based compensation expense $ 2,515 $ 2,415 |
SCHEDULE OF WARRANTS ACTIVITY | The table below summarizes the Company’s warrants activities for the years ended December 31, 2023 and 2022: SCHEDULE OF WARRANTS ACTIVITY Number of Warrant Shares Exercise Price Range Per Share Weighted Average Exercise Price Balance, December 31, 2021 823,123 $ 0.03 10.50 $ 7.56 Granted — — — Cancelled — — — Exercised (16,666 ) 0.03 9.00 7.21 Expired (81,283 ) 0.03 10.50 1.56 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 (655,523 ) 6.00 10.50 8.81 Expired (4,762 ) 10.50 10.50 Balance, December 31, 2023 512,759 $ 3.00 10.50 $ 7.14 Vested and exercisable, December 31, 2023 512,759 $ 3.00 10.50 $ 7.14 |
SCHEDULE OF OUTSTANDING AND EXERCISABLE WARRANTS | The following table summarizes information concerning outstanding and exercisable warrants as of December 31, 2023: SCHEDULE OF OUTSTANDING AND EXERCISABLE WARRANTS Warrants Outstanding Warrants Exercisable Range of Exercise Prices Number Outstanding Average Remaining Contractual Life (in years) Weighted Average Exercise Price Number Exercisable Average Remaining Contractual Life (in years) Weighted Average Exercise Price $ 3.00 133,333 3.17 $ 3.00 133,333 3.17 $ 3.00 3.01 10.49 375,617 2.24 8.57 375,617 2.24 8.57 10.50 3,809 0.31 10.50 3,809 0.31 10.50 $ 3.00 10.50 512,759 2.46 $ 7.14 512,759 2.46 $ 7.14 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
PROVISION FOR INCOME TAXES | Significant components of the provision for income taxes for the years ended December 31, 2023 and 2022 are as follows: PROVISION FOR INCOME TAXES December 31, 2023 December 31, 2022 Current Federal $ (6,014 ) $ 258 State (2,547 ) 93 Foreign — 1,100 Total (8,561 ) 1,451 Deferred Federal 4,876 3,448 State 2,227 538 Total 7,103 3,986 Total income tax expense before change in valuation allowance (1,458 ) 5,437 Change in valuation allowance 1,458 (4,337 ) Total income tax expense $ — $ 1,100 |
INCOME TAX RECONCILIATION BASED ON FEDERAL STATUTORY RATE | The reconciliation of income tax attributable to income before provision for income taxes at the U.S. federal statutory tax rate to income tax expense for the years ended December 31, 2023 and 2022 is as follows: INCOME TAX RECONCILIATION BASED ON FEDERAL STATUTORY RATE December 31, 2023 December 31, 2022 Statutory federal income tax rate of 21% applied to loss before income taxes $ (5,942 ) $ (1,093 ) State income tax rate of 7%, net of federal benefit (2,017 ) (364 ) Foreign income taxes — 1,100 Convertible note interest — 12 Other temporary differences (83 ) 1,339 Change in valuation allowance 8,042 106 Total income tax expense $ — $ 1,100 |
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES | Significant components of the Company’s deferred tax assets and liabilities as of December 31, 2023 and 2022 were as follows: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES December 31, December 31, Deferred tax assets Stock-based compensation $ 10,900 $ 9,181 Accruals 1,690 4,388 Fixed assets 67 67 Net operating losses 45,593 34,921 Tax credits 4,549 4,549 Total deferred tax assets 62,799 53,106 Deferred tax liabilities State taxes (3,686 ) (2,623 ) Prepaid expenses (234 ) (446 ) Fixed assets — 75 Total deferred tax liabilities (3,920 ) (2,994 ) Net deferred tax assets before valuation allowance 58,879 50,112 Valuation allowance (58,879 ) (50,112 ) Net deferred tax assets $ — $ — |
BASIS OF PRESENTATION (Details
BASIS OF PRESENTATION (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Aug. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Net loss | $ 28,297 | $ 5,207 | |
Cash used in operations | 20,275 | $ 3,571 | |
Cash and cash equivalents and short-term investments | $ 23,191 | ||
Reverse stock split | 1-for-3 reverse stock split |
SCHEDULE OF POTENTIALLY DILUTIV
SCHEDULE OF POTENTIALLY DILUTIVE SECURITIES (Details) - shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 5,637,998 | 16,072,244 |
Convertible Debt Securities [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 3,394,569 | |
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 | 5,067,339 | 4,201,019 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 512,759 | 725,174 |
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 | 183,852 |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT ESTIMATED USEFUL LIFE (Details) | 12 Months Ended |
Dec. 31, 2023 | |
Furniture And Office Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment useful life | 5 years |
Laboratory Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment useful life | 5 years |
Computer Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment useful life | 3 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Leasehold improvements | Life of lease |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Product Information [Line Items] | ||
Revenue | $ 170 | $ 11,068 |
Deferred offering costs | 303 | |
General and administrative expenses | 11,568 | 5,003 |
Unrealized gains on short term investments, net of tax | 12 | |
Patents [Member] | ||
Product Information [Line Items] | ||
General and administrative expenses | 107 | 88 |
Fair Value, Inputs, Level 3 [Member] | ||
Product Information [Line Items] | ||
Warrant liabilities | 169 | |
IPO [Member] | ||
Product Information [Line Items] | ||
Deferred offering costs | 1,871 | 1,568 |
Money Market Funds [Member] | ||
Product Information [Line Items] | ||
Cash | $ 7,924 | 0 |
Newsoara Agreement [Member] | Supplying Product [Member] | ||
Product Information [Line Items] | ||
Revenue | $ 170 |
SCHEDULE OF FINANCIAL ASSETS AN
SCHEDULE OF FINANCIAL ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON A RECURRING BASIS (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Total Cash equivalents and Short-term investments | $ 21,697 |
US Government Agencies Debt Securities [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
US Government Agency bonds | 8,625 |
US Treasury Securities [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
US Government Agency bonds | 5,148 |
Money Market Funds [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Money market funds | 7,924 |
Fair Value, Inputs, Level 1 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Total Cash equivalents and Short-term investments | |
Fair Value, Inputs, Level 1 [Member] | US Government Agencies Debt Securities [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
US Government Agency bonds | |
Fair Value, Inputs, Level 1 [Member] | US Treasury Securities [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
US Government Agency bonds | |
Fair Value, Inputs, Level 1 [Member] | Money Market Funds [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Money market funds | |
Fair Value, Inputs, Level 2 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Total Cash equivalents and Short-term investments | 21,697 |
Fair Value, Inputs, Level 2 [Member] | US Government Agencies Debt Securities [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
US Government Agency bonds | 8,625 |
Fair Value, Inputs, Level 2 [Member] | US Treasury Securities [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
US Government Agency bonds | 5,148 |
Fair Value, Inputs, Level 2 [Member] | Money Market Funds [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Money market funds | 7,924 |
Fair Value, Inputs, Level 3 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Total Cash equivalents and Short-term investments | |
Fair Value, Inputs, Level 3 [Member] | US Government Agencies Debt Securities [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
US Government Agency bonds | |
Fair Value, Inputs, Level 3 [Member] | US Treasury Securities [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
US Government Agency bonds | |
Fair Value, Inputs, Level 3 [Member] | Money Market Funds [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Money market funds |
SCHEDULE OF AVAILABLE FOR SALE
SCHEDULE OF AVAILABLE FOR SALE INVESTMENTS (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | |
Amortized Cost | $ 13,761 |
Gross Unrealized Gains | 12 |
Gross Unrealized Losses | |
Credit Losses | |
Fair Value | 13,773 |
US Government Agencies Debt Securities [Member] | |
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | |
Amortized Cost | 8,617 |
Gross Unrealized Gains | 8 |
Gross Unrealized Losses | |
Credit Losses | |
Fair Value | 8,625 |
US Treasury Securities [Member] | |
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | |
Amortized Cost | 5,144 |
Gross Unrealized Gains | 4 |
Gross Unrealized Losses | |
Credit Losses | |
Fair Value | $ 5,148 |
SCHEDULE OF PROPERTY AND EQUI_2
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 4,619 | $ 3,594 |
Less: accumulated depreciation and amortization | (3,449) | (2,950) |
Property and equipment, net | 1,170 | 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 | 2,792 | 2,762 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 127 | 127 |
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 | $ 995 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 499 | $ 553 |
ACCRUED PAYROLL AND PAYROLL T_2
ACCRUED PAYROLL AND PAYROLL TAXES (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Accured repaid | $ 1,187 | |
Payroll tax liability | 2,037 | |
Repayments of debt | 1,716 | |
Other liabilities | 321 | |
Accrued payroll and payroll taxes current | $ 2,117 | $ 2,852 |
Chief Executive Officer [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Accrued compensation | $ 2,852 |
SCHEDULE OF MATURITIES LEASE LI
SCHEDULE OF MATURITIES LEASE LIABILITIES (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Nov. 30, 2023 | Jul. 31, 2023 | Feb. 28, 2023 | Dec. 31, 2022 | Apr. 30, 2022 | Jul. 31, 2021 | Dec. 31, 2020 | Jul. 31, 2018 |
Lease Liabilities | |||||||||
2024 | $ 653 | ||||||||
2025 | 330 | ||||||||
2026 | 362 | ||||||||
2027 | 331 | ||||||||
2028 | 275 | ||||||||
Thereafter | 568 | ||||||||
Total lease liabilities | 2,519 | $ 803 | $ 909 | $ 649 | $ 1,430 | $ 860 | $ 656 | $ 12 | $ 174 |
Less: current portion | (653) | (266) | |||||||
Long-term portion | $ 1,866 | $ 1,164 |
LEASE LIABILITIES (Details Narr
LEASE LIABILITIES (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||||||
Jul. 31, 2023 | Nov. 30, 2023 | Feb. 28, 2023 | Apr. 30, 2022 | Jul. 31, 2021 | Dec. 31, 2020 | Jul. 31, 2018 | Dec. 31, 2023 | Dec. 31, 2022 | |
Aggregate average monthly payments | $ 12 | $ 30 | $ 10 | $ 18 | $ 10 | ||||
Option to extend lease | extended the lease for an additional two-year period, through October 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 | extend for an additional five years | extended the lease term 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 | $ 2,428 | $ 1,335 | |||||||
Operating lease liability | $ 909 | $ 803 | $ 649 | $ 860 | $ 656 | $ 12 | $ 174 | 2,519 | 1,430 |
Operating lease discount rate | 7% | 7% | 5.50% | 4% | 4% | 4% | 4% | ||
Increase in lease liability | $ 208 | $ 637 | $ 686 | (523) | (389) | ||||
Payment for operating lease | 523 | 389 | |||||||
Operating Lease, Right-of-Use Asset, Periodic Reduction | 519 | 415 | |||||||
Rent expense | $ 36 | $ 36 | |||||||
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) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Expected dividends | ||
Expected volatility | 100% | |
Risk free interest rate | 0.34% | |
Warrant [Member] | ||
Exercise price | $ 6 | |
Expected dividends | ||
Expected volatility | 96% | |
Risk free interest rate | 3.50% | |
Life of the warrants | 3 years |
SCHEDULE OF CHANGES IN ESTIMATE
SCHEDULE OF CHANGES IN ESTIMATED FAIR VALUE OF WARRANT LIABILITIES (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Notes Payable Shareholders | ||
Warrant, beginning balance | $ 169 | |
Recognition of warrant liabilities | 169 | |
Change in fair value | ||
Extinguishment | (169) | |
Warrant, ending balance | $ 169 |
NOTES PAYABLE _ SHAREHOLDERS (D
NOTES PAYABLE – SHAREHOLDERS (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Outstanding principal amount | $ 1,100 | |
Accrued and unpaid interest | 5 | |
Borrowings | $ 900 | |
Repayment of debt | 600 | |
Accrued interest | 11 | |
Borrowed principal | 1,400 | |
Debt accrued interest | $ 63 | |
Conversion of convertible shares | 73,134 | |
Fair value on conversion of convertible | $ 1,865 | |
Notes accrued interest | 69 | |
Debt extinguishment cost | $ 402 | |
Description of warrants | the 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 | ||
Debt discount of issuance amount | 169 | |
Amortized debt discount | $ 108 | 61 |
Unamortized debt discount | 108 | |
IPO [Member] | Common Stock [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Warrants issued | 44,441 | |
Note Holders [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Fair value of warrants | $ 169 | |
Note Payable Agreements [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Note payable | $ 1,100 | |
Notes accrued interest | 12% |
SCHEDULE OF CONVERTIBLE NOTES P
SCHEDULE OF CONVERTIBLE NOTES PAYABLE TO SHAREHOLDERS (Details) - USD ($) $ in Thousands | Dec. 31, 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 | $ 15,407 | ||||||||
Less: current portion | (15,407) | ||||||||
Convertible notes payable – shareholders – long - term portion | |||||||||
Convertible Notes Payable Shareholder One [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Convertible notes payable - shareholders | [1] | $ 7,778 | 7,838 | [1] | $ 7,988 | ||||
Less: current portion | (40) | ||||||||
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 | 12 Months Ended | ||||||||
Jan. 30, 2023 | May 31, 2018 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Apr. 30, 2018 | Dec. 31, 2016 | Apr. 30, 2016 | |||
Principal amount owed on notes | $ 15,407 | |||||||||
Accrued and unpaid interest | 11 | |||||||||
Repayment of debt | 1,716 | |||||||||
Accrued interest | $ 69 | |||||||||
Conversion of common stock | 73,134 | |||||||||
Repayment of debt | $ 685 | |||||||||
Accrued interest on notes payable | 1,178 | |||||||||
Convertible notes payable | 15,407 | |||||||||
Warrants to purchase shares | 217,771 | |||||||||
Common Stock [Member] | ||||||||||
Conversion of shares | 73,134 | |||||||||
Convertible Notes Payable Shareholder One [Member] | ||||||||||
Principal amount owed on notes | $ 7,778 | [1] | 7,838 | [1] | $ 7,988 | |||||
Accrued interest percentage | 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 | $ 40 | |||||||||
Conversion of shares | 2,094 | |||||||||
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 | 5% | |||||||||
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 | |||||||||
[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 | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Disclosure [Abstract] | ||
Convertible note payable | $ 9,065 | |
Less: debt discount | (541) | |
Convertible notes payable, net | $ 8,524 |
CONVERTIBLE NOTES PAYABLE (Deta
CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||
Jan. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Short-Term Debt [Line Items] | |||||
Principal amount owed on notes | $ 15,407 | ||||
Warrants to purchase shares | 217,771 | ||||
Accrued and unpaid interest | $ 11 | ||||
Accrued interest | 69 | ||||
Unamortized debt discount | 108 | ||||
Amortized debt discount | $ 649 | 258 | |||
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 | |||
Exercise of warrants shares | 70,265 |
U.S. SMALL BUSINESS ADMINISTR_2
U.S. SMALL BUSINESS ADMINISTRATION LOAN UNDER THE CARES ACT (Details Narrative) - Loan Agreement [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Proceeds from loans | $ 314 | |
Accrued interest percentage | 1% | |
Loans payable | $ 0 |
LICENSE AGREEMENTS (Details Nar
LICENSE AGREEMENTS (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Nov. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Provision for foreign income taxes | $ 1,100 | ||||
Repayments of debt | 1,716 | ||||
Agreement with Newsoara Bio Pharma Co Ltd [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Up-front and near-term payments | $ 9,900 | ||||
Additional product payments | 160,500 | ||||
Proceeds from license fees received | $ 5,400 | $ 4,500 | |||
Income tax rate | 10% | 10% | |||
Royalty expense | 5,000 | ||||
Primary performance obligation | $ 6,000 | ||||
Related revenue | $ 11,000 | ||||
Provision for foreign income taxes | 1,100 | ||||
Repayments of debt | 9,900 | ||||
Agreement with Newsoara Bio Pharma Co Ltd [Member] | State Administration of Taxation, China [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Income tax rate | 10% | ||||
Agreement with ELIAS Animal Health LLC [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Proceeds from license fees received | $ 60 | ||||
Royalty expense | $ 60 | ||||
Related revenue | 68 | ||||
Repayments of debt | 60 | ||||
Revenue performance obligation, amount | 60 | ||||
Agreement with ELIAS Animal Health LLC [Member] | Manufacturing Facility [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Revenue performance obligation, amount | $ 8 |
SCHEDULE OF PREFERRED STOCK (De
SCHEDULE OF PREFERRED STOCK (Details) | Dec. 31, 2022 $ / shares shares |
Class of Stock [Line Items] | |
Preferred stock, shares authorized | 29,927,994 |
Preferred stock, par value | $ / shares | $ 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 value | $ / shares | $ 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 value | $ / shares | $ 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 value | $ / shares | $ 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 value | $ / shares | $ 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 value | $ / shares | $ 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 value | $ / shares | $ 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 value | $ / shares | $ 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 value | $ / shares | $ 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 value | $ / shares | $ 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 value | $ / shares | $ 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 | 12 Months Ended |
Dec. 31, 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 | $ | $ (940) |
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 | $ | $ 1,103 |
Weighted average grant date fair value, ending | $ / shares | $ 22.40 |
SCHEDULE OF OPTION GRANTED (Det
SCHEDULE OF OPTION GRANTED (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Expected dividends | ||
Expected volatility | 100% | |
Risk free interest rate, minimum | 3.90% | |
Risk free interest rate, maximum | 4.40% | |
Expected volatility, minimum | 94.60% | |
Expected volatility, maximum | 96.10% | |
Risk free interest rate | 0.34% | |
Minimum [Member] | ||
Exercise price | $ 13.97 | $ 9 |
Expected life of options | 5 years 6 months | 5 years |
Maximum [Member] | ||
Exercise price | $ 22.40 | $ 10.50 |
Expected life of options | 6 years 7 months 6 days | 5 years 10 months 24 days |
SCHEDULE OF STOCK OPTION ACTIVI
SCHEDULE OF STOCK OPTION ACTIVITY (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Number of options shares, beginning | 4,201,019 | 3,953,234 |
Weighted average exercise price, beginning | $ 10.12 | $ 10.11 |
Number of options shares, granted | 1,150,688 | 247,785 |
Weighted average exercise price, granted | $ 22.26 | $ 10.40 |
Number of options shares, cancelled | ||
Exercise price range, cancelled | ||
Weighted average exercise price, cancelled | ||
Number of options shares, exercised | (232,787) | |
Exercise price range, exercised | ||
Weighted average exercise price, exercised | $ 6.34 | |
Number of options shares, expired | 51,581 | |
Exercise price range, expired | $ 6 | |
Weighted average exercise price, expired | $ 6 | |
Number of options shares, expired | (51,581) | |
Number of options shares, ending | 5,067,339 | 4,201,019 |
Weighted average exercise price, ending | $ 9.76 | $ 10.12 |
Number of options shares, vested and exercisable | 3,780,455 | |
Weighted average exercise price, vested and exercisable | $ 6.09 | |
Number of options shares, unvested | 1,286,884 | |
Weighted average exercise price, unvested | $ 20.66 | |
Minimum [Member] | ||
Exercise price range, beginning | 9 | 9 |
Exercise price range, granted | 13.97 | 9 |
Exercise price range, exercised | 6 | |
Exercise price range, ending | 6 | 9 |
Exercise price range, vested and exercisable | 6 | |
Exercise price range, unvested | 6 | |
Maximum [Member] | ||
Exercise price range, beginning | 10.50 | 10.50 |
Exercise price range, granted | 22.40 | 10.50 |
Exercise price range, exercised | 10.50 | |
Exercise price range, ending | 22.40 | $ 10.50 |
Exercise price range, vested and exercisable | 10.50 | |
Exercise price range, unvested | $ 22.40 |
SCHEDULE OF OUTSTANDING AND EXE
SCHEDULE OF OUTSTANDING AND EXERCISABLE OPTIONS (Details) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2023 | |
Exercise Price Range One [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Range of exercise prices, upper limit | $ 6 | $ 6 |
Options outstanding number of outstanding | 3,826,552 | |
Options outstanding average remaining contractual life | 4 years 6 months 18 days | |
Options outstaning weighted average exercise price | $ 6 | |
Options exercisable number of outstanding | 3,689,352 | |
Options exercisable average remaining contractual life | 4 years 5 months 4 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 | $ 10.50 |
Options outstanding number of outstanding | 90,099 | |
Options outstanding average remaining contractual life | 2 years 10 days | |
Options outstaning weighted average exercise price | $ 9.52 | |
Options exercisable number of outstanding | 90,099 | |
Options exercisable average remaining contractual life | 2 years 10 days | |
Options exercisable weighted average exercise price | $ 9.52 | |
Range of exercise prices, lower limit | $ 9 | 6.01 |
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 | 1,150,688 | |
Options outstanding average remaining contractual life | 9 years 8 months 12 days | |
Options outstaning weighted average exercise price | $ 22.26 | |
Options exercisable number of outstanding | 704 | |
Options exercisable average remaining contractual life | 9 years 8 months 8 days | |
Options exercisable weighted average exercise price | $ 22.40 | |
Range of exercise prices, lower limit | 10.51 | |
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 | 5,067,339 | |
Options outstanding average remaining contractual life | 5 years 8 months 4 days | |
Options outstaning weighted average exercise price | $ 9.76 | |
Options exercisable number of outstanding | 3,780,455 | |
Options exercisable average remaining contractual life | 4 years 4 months 13 days | |
Options exercisable weighted average exercise price | $ 6.09 | |
Range of exercise prices, lower limit | $ 6 |
SUMMARY OF STOCK BASED COMPENSA
SUMMARY OF STOCK BASED COMPENSATION EXPENSE (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Total stock-based compensation expense | $ 2,515 | $ 2,415 |
Research and Development Expense [Member] | ||
Total stock-based compensation expense | 915 | 368 |
General and Administrative Expense [Member] | ||
Total stock-based compensation expense | $ 1,600 | $ 2,047 |
SCHEDULE OF WARRANTS ACTIVITY (
SCHEDULE OF WARRANTS ACTIVITY (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Number of warrant shares, beginning | 725,174 | 823,123 |
Weighted average exercise price, beginning | $ 8.24 | $ 7.56 |
Number of warrant shares, granted | 447,906 | |
Exercise price range range per share, granted | ||
Weighted average exercise price, granted | $ 7.87 | |
Number of warrant shares, cancelled | (36) | |
Exercise price range range per share, cancelled | $ 9 | |
Weighted average exercise price, cancelled | $ 9 | |
Number of warrant shares, exercised | (655,523) | (16,666) |
Weighted average exercise price, exercised | $ 8.81 | $ 7.21 |
Number of warrant shares, expired | (4,762) | (81,283) |
Exercise price range range per share, expired | $ 10.50 | |
Weighted average exercise price, expired | $ 10.50 | $ 1.56 |
Number of warrant shares, ending | 512,759 | 725,174 |
Weighted average exercise price, ending | $ 7.14 | $ 8.24 |
Number of warrant shares, exercisable | 512,759 | |
Weighted average exercise price, exercisable | $ 7.14 | |
Minimum [Member] | ||
Exercise price range range per share, beginning | 3 | 0.03 |
Exercise price range range per share, granted | 5.40 | |
Exercise price range range per share, exercised | 6 | 0.03 |
Exercise price range range per share, expired | 0.03 | |
Exercise price range range per share, ending | 3 | 3 |
Exercise price range range per share, exercisable | 3 | |
Maximum [Member] | ||
Exercise price range range per share, beginning | 10.50 | 10.50 |
Exercise price range range per share, granted | 10.50 | |
Exercise price range range per share, exercised | 10.50 | 9 |
Exercise price range range per share, expired | 10.50 | |
Exercise price range range per share, ending | 10.50 | $ 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 | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Warrants Outstanding number of outstanding | 512,759 | 725,174 | 823,123 |
Warrants outstaning weighted average exercise price | $ 7.14 | $ 8.24 | $ 7.56 |
Warrants exercisable number of outstanding | 512,759 | ||
Warrants exercisable weighted average exercise price | $ 7.14 | ||
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 2 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 2 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 | 375,617 | ||
Warrants outstanding average remaining contractual life | 2 years 2 months 26 days | ||
Warrants outstaning weighted average exercise price | $ 8.57 | ||
Warrants exercisable number of outstanding | 375,617 | ||
Warrants exercisable average remaining contractual life | 2 years 2 months 26 days | ||
Warrants exercisable weighted average exercise price | $ 8.57 | ||
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 | 3,809 | ||
Warrants outstanding average remaining contractual life | 3 months 21 days | ||
Warrants outstaning weighted average exercise price | $ 10.50 | ||
Warrants exercisable number of outstanding | 3,809 | ||
Warrants exercisable average remaining contractual life | 3 months 21 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 | 512,759 | ||
Warrants outstanding average remaining contractual life | 2 years 5 months 15 days | ||
Warrants outstaning weighted average exercise price | $ 7.14 | ||
Warrants exercisable number of outstanding | 512,759 | ||
Warrants exercisable average remaining contractual life | 2 years 5 months 15 days | ||
Warrants exercisable weighted average exercise price | $ 7.14 | ||
Range of exercise prices, lower limit | $ 3 |
SHAREHOLDERS_ EQUITY (Details N
SHAREHOLDERS’ EQUITY (Details Narrative) - USD ($) | 1 Months Ended | 2 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||||
Jun. 09, 2023 | May 12, 2023 | May 12, 2023 | Feb. 17, 2023 | Jan. 30, 2023 | Sep. 30, 2018 | Feb. 28, 2023 | Jun. 30, 2022 | Sep. 30, 2018 | Mar. 15, 2024 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Jan. 31, 2024 | Nov. 30, 2023 | Jan. 31, 2023 | Jan. 01, 2023 | Dec. 30, 2022 | Aug. 31, 2009 | |
Class of Stock [Line Items] | ||||||||||||||||||||
Preferred stock, shares authorized | 29,927,994 | |||||||||||||||||||
Common stock, shares authorized | 200,000,000 | 200,000,000 | 200,000,000 | 75,000,000 | ||||||||||||||||
Common stock, shares issued | 26,788,986 | 9,126,726 | ||||||||||||||||||
Common stock, shares outstanding | 26,788,986 | 9,126,726 | ||||||||||||||||||
Gross proceeds of the IPO | $ 14,503,000 | |||||||||||||||||||
Received committed investment amounts | 6,000 | |||||||||||||||||||
Gross proceeds from common stock | 25,142,000 | |||||||||||||||||||
Aggregate committed investment amounts | $ 30,000 | |||||||||||||||||||
Issuance of restricted shares | 171,400 | |||||||||||||||||||
Fair value granted | $ 2,043,000 | |||||||||||||||||||
Stock compensation | 940,000 | |||||||||||||||||||
Unamortized compensation | $ 1,103,000 | |||||||||||||||||||
Granted shares | 1,150,688 | 247,785 | ||||||||||||||||||
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 | $ 6.34 | |||||||||||||||||||
Share compensation | $ 2,515,000 | $ 2,415,000 | ||||||||||||||||||
Repricing costs | $ 2,733,000 | $ 2,689,000 | ||||||||||||||||||
Number of options shares, exercised | 232,787 | |||||||||||||||||||
Proceeds from the exercise of stock options | $ 1,474,000 | |||||||||||||||||||
Unvested compensation | $ 19,825,000 | |||||||||||||||||||
Weighted average grant date fair value | $ 22.26 | $ 7.68 | ||||||||||||||||||
Aggregate intrinsic value outstanding | $ 31,056,000 | |||||||||||||||||||
Exercise of warrants shares | 217,771 | |||||||||||||||||||
Fair value of warrants | ||||||||||||||||||||
Warrant exercised | $ 2,175,000 | |||||||||||||||||||
Number of restricted shares, forfeited | ||||||||||||||||||||
Aggregate intrinsic value of warrants | $ 3,141,000 | |||||||||||||||||||
Exercise Price Range Two [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Range of exercise prices, lower limit | $ 9 | $ 6.01 | ||||||||||||||||||
Range of exercise prices, upper limit | 10.50 | $ 10.50 | ||||||||||||||||||
Options outstanding number of outstanding | 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 | $ 6 | ||||||||||||||||||
Options outstanding number of outstanding | 4,092,887 | |||||||||||||||||||
Options outstanding number of outstanding | 3,826,552 | |||||||||||||||||||
Exercise price | $ 3 | |||||||||||||||||||
Subsequent Event [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Exercise of warrants shares | 76,487 | |||||||||||||||||||
Exercise price | $ 9 | |||||||||||||||||||
Exercise price | $ 10.50 | |||||||||||||||||||
Warrant exercised | $ 688,000 | |||||||||||||||||||
Warrant exercised | 3,809 | |||||||||||||||||||
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 | |||||||||||||||||||
2019 Equity Incentive Plan [Member] | Maximum [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Shares of common stock issued | 5,833,333 | |||||||||||||||||||
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] | Subsequent Event [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Shares of common stock issued | 1,339,449 | |||||||||||||||||||
2023 Inducement Plan [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Shares of common stock issued | 1,000,000 | |||||||||||||||||||
2022 And Inducement Plan [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Granted shares | 1,150,688 | |||||||||||||||||||
Vesting description | vest over various periods, but none longer than four years, expire ten years from the date of grant | |||||||||||||||||||
Aggregate fair value | $ 20,676,000 | |||||||||||||||||||
2022 And Inducement Plan [Member] | Maximum [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Exercise price per share | $ 22.40 | |||||||||||||||||||
2022 And Inducement Plan [Member] | Minimum [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Exercise price per share | $ 13.97 | |||||||||||||||||||
2019 Incentive Plan [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Granted shares | 247,785 | |||||||||||||||||||
Vesting description | vest over various periods, but none longer than four years, expire ten years from the date of grant | |||||||||||||||||||
Aggregate fair value | $ 1,969,000 | |||||||||||||||||||
2019 Incentive Plan [Member] | Maximum [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Exercise price per share | $ 10.50 | |||||||||||||||||||
2019 Incentive Plan [Member] | Minimum [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Exercise price per share | $ 9 | |||||||||||||||||||
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 | |||||||||||||||||||
Lender [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Exercise of warrants shares | 217,771 | |||||||||||||||||||
Exercise price | $ 9 | |||||||||||||||||||
Exercise price | $ 10.50 | |||||||||||||||||||
Warrant Holder [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Number of restricted shares, forfeited | 126,767 | |||||||||||||||||||
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 | |||||||||||||||||||
Proceeds after underwriting discounts and commissions and offering expenses | $ 12,632,000 | |||||||||||||||||||
Private Placement [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Sale of stock, shares | 900,000 | 1,665,213 | ||||||||||||||||||
Sale of share price | $ 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 | |||||||||||||||||||
Received amount on investment | $ 6,000 | |||||||||||||||||||
Committed amount | $ 17,500 | |||||||||||||||||||
Investments | $ 22,000,000 | |||||||||||||||||||
Private Placement [Member] | PurchaseAgreements [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 | |||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Shares issued in conversion | 8,359,143 | |||||||||||||||||||
Shares issued in conversion price adjustment | 994,705 | |||||||||||||||||||
Number of options shares, exercised | 232,787 | |||||||||||||||||||
Common stock issued | 1,292,079 | |||||||||||||||||||
Common Stock [Member] | 2022 Plan [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Issuance of restricted shares | 171,400 | |||||||||||||||||||
Shares of common stock option granted | 1,922,212 | |||||||||||||||||||
Granted shares | 706,388 | |||||||||||||||||||
Fair value of stock option | $ 12,645 | |||||||||||||||||||
Common Stock [Member] | 2022 Plan [Member] | Subsequent Event [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Shares of common stock option granted | 3,261,661 | |||||||||||||||||||
Common Stock [Member] | 2023 Inducement Plan [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Shares of common stock option granted | 555,700 | |||||||||||||||||||
Granted shares | 444,300 | |||||||||||||||||||
Fair value of stock option | $ 8,031 | |||||||||||||||||||
Common Stock [Member] | IPO [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Warrant exercised | 44,441 | |||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Exercise of warrants shares | 185,694 | |||||||||||||||||||
Exercise price | $ 6 | |||||||||||||||||||
Common stock issued | 140,303 | |||||||||||||||||||
Shares outstanding | 0 | |||||||||||||||||||
Fair value of warrants | $ 3,152,000 | |||||||||||||||||||
Warrant [Member] | Lender [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Exercise of warrants shares | 44,441 | |||||||||||||||||||
Exercise price | $ 5.40 | |||||||||||||||||||
Warrant [Member] | IPO [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Exercise of warrants shares | 185,694 | |||||||||||||||||||
Exercise price | $ 6 | |||||||||||||||||||
Warrant One [Member] | Warrant Holder [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Exercise of warrants shares | 146,641 | |||||||||||||||||||
Exercise price | $ 10.50 | |||||||||||||||||||
Common stock issued | 70,265 | |||||||||||||||||||
Warrant Two [Member] | Warrant Holder [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Exercise of warrants shares | 16,666 | |||||||||||||||||||
Exercise price | $ 9 | |||||||||||||||||||
Common stock issued | 11,666 | |||||||||||||||||||
Warrant exercised | $ 814,000 | |||||||||||||||||||
Warrant exercised | 88,751 | |||||||||||||||||||
Series A Through K Preferred Stock [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Preferred stock, shares outstanding | 22,094,889 | |||||||||||||||||||
Preferred stock, shares authorized | 10,000,000 | 29,927,994 | 10,000,000 | 29,927,994 | ||||||||||||||||
Series H Preferred Stock [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Shares issued in conversion | 272,101 | |||||||||||||||||||
Dividend earned but undeclared and unpaid | $ 3,443,000 | |||||||||||||||||||
Preferred stock, shares authorized | 5,000,000 |
PROVISION FOR INCOME TAXES (Det
PROVISION FOR INCOME TAXES (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Federal | $ (6,014) | $ 258 |
State | (2,547) | 93 |
Foreign | 1,100 | |
Total | (8,561) | 1,451 |
Federal | 4,876 | 3,448 |
State | 2,227 | 538 |
Total | 7,103 | 3,986 |
Total income tax expense before change in valuation allowance | (1,458) | 5,437 |
Change in valuation allowance | 1,458 | (4,337) |
Total income tax expense | $ 1,100 |
INCOME TAX RECONCILIATION BASED
INCOME TAX RECONCILIATION BASED ON FEDERAL STATUTORY RATE (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Statutory federal income tax rate of 21% applied to loss before income taxes | $ (5,942) | $ (1,093) |
State income tax rate of 7%, net of federal benefit | (2,017) | (364) |
Foreign income taxes | 1,100 | |
Convertible note interest | 12 | |
Other temporary differences | (83) | 1,339 |
Change in valuation allowance | 8,042 | 106 |
Total income tax expense | $ 1,100 |
SCHEDULE OF DEFERRED TAX ASSETS
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Income Tax Disclosure [Abstract] | ||
Stock-based compensation | $ 10,900 | $ 9,181 |
Accruals | 1,690 | 4,388 |
Fixed assets | 67 | 67 |
Net operating losses | 45,593 | 34,921 |
Tax credits | 4,549 | 4,549 |
Total deferred tax assets | 62,799 | 53,106 |
State taxes | (3,686) | (2,623) |
Prepaid expenses | (234) | (446) |
Fixed assets | 75 | |
Total deferred tax liabilities | (3,920) | (2,994) |
Net deferred tax assets before valuation allowance | 58,879 | 50,112 |
Valuation allowance | (58,879) | (50,112) |
Net deferred tax assets |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Operating Loss Carryforwards [Line Items] | ||
Federal income tax net operating loss carryforwards | $ 160,000 | $ 132,000 |
California income tax net operating loss carryforwards | 134,000 | $ 106,000 |
Operating loss carryforwards | 22,330 | |
Domestic Tax Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Research and development tax credits | 2,579 | |
State and Local Jurisdiction [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Research and development tax credits | $ 1,970 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 2 Months Ended | 12 Months Ended |
Mar. 15, 2024 | Dec. 31, 2023 | |
Subsequent Event [Line Items] | ||
Warrants to purchase shares | 217,771 | |
Proceeds from exercise of warrants | $ 2,175 | |
Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Warrants to purchase shares | 76,487 | |
Common stock exercise price | $ 9 | |
Proceeds from exercise of warrants | $ 688 | |
Warrants expire date | Mar. 31, 2024 | |
Warrants issued | 3,809 | |
Exercise price | $ 10.50 |