Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2024 | Aug. 02, 2024 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2024 | |
Document Transition Report | false | |
Entity File Number | 001-40501 | |
Entity Registrant Name | iSpecimen Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 27-0480143 | |
Entity Address, Address Line One | 450 Bedford Street, | |
Entity Address, City or Town | Lexington, | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 02420 | |
City Area Code | 781 | |
Local Phone Number | 301-6700 | |
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Trading Symbol | ISPC | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Emerging Growth Company | true | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 13,097,031 | |
Entity Central Index Key | 0001558569 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q2 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 2,151,243 | $ 2,343,666 |
Available-for-sale securities | 0 | 2,661,932 |
Accounts receivable - unbilled | 1,953,632 | 2,212,538 |
Accounts receivable, net of allowance for doubtful accounts of $700,862 and $520,897 at June 30, 2024 and December 31, 2023, respectively | 892,814 | 728,388 |
Prepaid expenses and other current assets | 237,564 | 292,079 |
Total current assets | 5,235,253 | 8,238,603 |
Property and equipment, net | 104,822 | 127,787 |
Internally developed software, net | 5,695,166 | 6,323,034 |
Other intangible assets, net | 812,478 | 908,255 |
Operating lease right-of-use asset | 26,538 | 193,857 |
Security deposits | 27,601 | 27,601 |
Total assets | 11,901,858 | 15,819,137 |
Current liabilities: | ||
Accounts payable | 4,205,371 | 3,925,438 |
Accrued expenses | 1,319,201 | 1,540,607 |
Operating lease - current obligation | 29,130 | 167,114 |
Deferred revenue | 258,872 | 415,771 |
Total current liabilities | 5,812,574 | 6,048,930 |
Operating lease long - term obligation | 29,130 | |
Total liabilities | 5,812,574 | 6,078,060 |
Commitments and contingencies (See Note 8) | ||
Stockholders' equity | ||
Common stock, $0.0001 par value, 200,000,000 shares authorized, 13,126,770 issued and 13,095,770 outstanding at June 30, 2024 and 9,114,371 issued and 9,083,371 outstanding at December 31, 2023 | 1,309 | 908 |
Additional paid-in capital | 70,464,100 | 69,104,313 |
Treasury stock, 31,000 shares | (172) | (172) |
Accumulated other comprehensive income | 840 | |
Accumulated deficit | (64,375,953) | (59,364,812) |
Total stockholders' equity | 6,089,284 | 9,741,077 |
Total liabilities and stockholders' equity | $ 11,901,858 | $ 15,819,137 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Condensed Balance Sheets | ||
Allowance for doubtful accounts | $ 700,862 | $ 520,897 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 200,000,000 | 200,000,000 |
Common stock, issued (in shares) | 13,126,770 | 9,114,371 |
Common stock, outstanding (in shares) | 13,095,770 | 9,083,371 |
Treasury stock (in shares) | 31,000 | 31,000 |
Condensed Statements of Operati
Condensed Statements of Operations and Comprehensive Loss - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Condensed Statements of Operations | ||||
Revenue | $ 2,863,679 | $ 1,625,140 | $ 5,153,672 | $ 4,575,339 |
Operating expenses: | ||||
Cost of revenue | 1,424,392 | 853,633 | 2,424,398 | 2,000,545 |
Technology | 911,927 | 843,099 | 1,823,894 | 1,677,506 |
Sales and marketing | 1,082,949 | 977,748 | 1,748,890 | 2,025,346 |
Supply development | 137,511 | 291,360 | 335,350 | 614,862 |
Fulfillment | 433,189 | 462,672 | 844,043 | 891,692 |
General and administrative | 1,055,376 | 1,758,451 | 3,159,282 | 3,469,633 |
Total operating expenses | 5,045,344 | 5,186,963 | 10,335,857 | 10,679,584 |
Loss from operations | (2,181,665) | (3,561,823) | (5,182,185) | (6,104,245) |
Other income, net | ||||
Interest expense | (4,474) | (3,535) | (8,939) | (7,070) |
Interest income | 9,163 | 110,882 | 39,661 | 225,144 |
Other income (expense), net | 67,952 | (29,138) | 140,322 | (29,255) |
Total other income, net | 72,641 | 78,209 | 171,044 | 188,819 |
Net loss | (2,109,024) | (3,483,614) | (5,011,141) | (5,915,426) |
Unrealized loss on available-for-sale securities | (41) | (18,155) | (840) | 688 |
Total other comprehensive income (loss) | (41) | (18,155) | (840) | 688 |
Comprehensive loss | $ (2,109,065) | $ (3,501,769) | $ (5,011,981) | $ (5,914,738) |
Net loss per share | ||||
Basic (in dollars per share) | $ (0.19) | $ (0.39) | $ (0.49) | $ (0.66) |
Diluted (in dollars per share) | $ (0.49) | $ (0.66) | ||
Weighted average shares of common stock outstanding | ||||
Basic (in shares) | 11,340,586 | 9,033,868 | 10,236,523 | 9,011,644 |
Diluted (in shares) | 10,236,523 | 9,011,644 |
Condensed Statements of Changes
Condensed Statements of Changes in Stockholders' Equity - USD ($) | Common Stock | Treasury Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income | Accumulated Deficit | Total |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Treasury stock (in shares) | 31,000 | |||||
Balance at the beginning (in shares) at Dec. 31, 2022 | 8,925,808 | |||||
Balance at the beginning at Dec. 31, 2022 | $ 892 | $ (172) | $ 68,573,774 | $ (48,265,324) | $ 20,309,170 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock through exercise of stock options | $ 7 | 67,729 | 67,736 | |||
Issuance of common stock through exercise of stock options (in shares) | 67,736 | |||||
Stock-based compensation expense | 54,608 | 54,608 | ||||
Vesting of restricted stock units | $ 3 | 65,946 | 65,949 | |||
Vesting of restricted stock units (in shares) | 28,776 | |||||
Unrealized loss on available-for-sale securities | $ 18,843 | 18,843 | ||||
Net loss | (2,431,812) | $ (2,431,812) | ||||
Balance at the end (in shares) at Mar. 31, 2023 | 9,022,320 | 31,000 | ||||
Balance at the end at Mar. 31, 2023 | $ 902 | (172) | 68,762,057 | 18,843 | (50,697,136) | $ 18,084,494 |
Balance at the beginning (in shares) at Dec. 31, 2022 | 8,925,808 | |||||
Balance at the beginning at Dec. 31, 2022 | $ 892 | (172) | 68,573,774 | (48,265,324) | 20,309,170 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock through exercise of stock options | $ 70,889 | |||||
Issuance of common stock through exercise of stock options (in shares) | 70,889 | |||||
Unrealized loss on available-for-sale securities | $ 688 | |||||
Net loss | $ (5,915,426) | |||||
Balance at the end (in shares) at Jun. 30, 2023 | 9,063,274 | 31,000 | ||||
Balance at the end at Jun. 30, 2023 | $ 906 | (172) | 68,889,903 | 688 | (54,180,750) | $ 14,710,575 |
Balance at the beginning (in shares) at Mar. 31, 2023 | 9,022,320 | 31,000 | ||||
Balance at the beginning at Mar. 31, 2023 | $ 902 | (172) | 68,762,057 | 18,843 | (50,697,136) | $ 18,084,494 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock through exercise of stock options | 3,153 | 3,153 | ||||
Issuance of common stock through exercise of stock options (in shares) | 3,153 | |||||
Stock-based compensation expense | 29,829 | 29,829 | ||||
Vesting of restricted stock units | $ 4 | 94,864 | 94,868 | |||
Vesting of restricted stock units (in shares) | 37,801 | |||||
Unrealized loss on available-for-sale securities | (18,155) | (18,155) | ||||
Net loss | (3,483,614) | $ (3,483,614) | ||||
Balance at the end (in shares) at Jun. 30, 2023 | 9,063,274 | 31,000 | ||||
Balance at the end at Jun. 30, 2023 | $ 906 | (172) | 68,889,903 | 688 | (54,180,750) | $ 14,710,575 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Treasury stock (in shares) | 31,000 | |||||
Balance at the beginning (in shares) at Dec. 31, 2023 | 9,083,371 | |||||
Balance at the beginning at Dec. 31, 2023 | $ 908 | (172) | 69,104,313 | 840 | (59,364,812) | $ 9,741,077 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock in connection with At the Market Offering Agreement | $ 38 | 138,449 | 138,487 | |||
Issuance of common stock in connection with At the Market Offering Agreement (in shares) | 377,970 | |||||
Offering costs in connection with At the Market Offering Agreement | (204,845) | (204,845) | ||||
Stock-based compensation expense | 45,871 | 45,871 | ||||
Vesting of restricted stock units | $ 1 | 48,053 | 48,054 | |||
Vesting of restricted stock units (in shares) | 8,771 | |||||
Repurchase of common stock exercisable under PIPE Warrants | (52,500) | (52,500) | ||||
Unrealized loss on available-for-sale securities | (799) | (799) | ||||
Net loss | (2,902,117) | $ (2,902,117) | ||||
Balance at the end (in shares) at Mar. 31, 2024 | 9,470,112 | 31,000 | ||||
Balance at the end at Mar. 31, 2024 | $ 947 | (172) | 69,079,341 | 41 | (62,266,929) | $ 6,813,228 |
Balance at the beginning (in shares) at Dec. 31, 2023 | 9,083,371 | |||||
Balance at the beginning at Dec. 31, 2023 | $ 908 | (172) | 69,104,313 | 840 | (59,364,812) | $ 9,741,077 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock through exercise of stock options (in shares) | 0 | |||||
Unrealized loss on available-for-sale securities | $ (840) | |||||
Net loss | $ (5,011,141) | |||||
Balance at the end (in shares) at Jun. 30, 2024 | 13,095,770 | 31,000 | ||||
Balance at the end at Jun. 30, 2024 | $ 1,309 | (172) | 70,464,100 | (64,375,953) | $ 6,089,284 | |
Balance at the beginning (in shares) at Mar. 31, 2024 | 9,470,112 | 31,000 | ||||
Balance at the beginning at Mar. 31, 2024 | $ 947 | (172) | 69,079,341 | 41 | (62,266,929) | $ 6,813,228 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock in connection with At the Market Offering Agreement | $ 360 | 1,355,567 | 1,355,927 | |||
Issuance of common stock in connection with At the Market Offering Agreement (in shares) | 3,602,105 | |||||
Offering costs in connection with At the Market Offering Agreement | (50,443) | (50,443) | ||||
Stock-based compensation expense | 34,834 | 34,834 | ||||
Vesting of restricted stock units | $ 2 | 44,801 | 44,803 | |||
Vesting of restricted stock units (in shares) | 23,553 | |||||
Unrealized loss on available-for-sale securities | $ (41) | (41) | ||||
Net loss | (2,109,024) | $ (2,109,024) | ||||
Balance at the end (in shares) at Jun. 30, 2024 | 13,095,770 | 31,000 | ||||
Balance at the end at Jun. 30, 2024 | $ 1,309 | $ (172) | $ 70,464,100 | $ (64,375,953) | $ 6,089,284 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Treasury stock (in shares) | 31,000 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows - USD ($) | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (5,011,141) | $ (5,915,426) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation | 173,562 | 245,254 |
Amortization of internally developed software | 1,075,555 | 934,829 |
Amortization of other intangible assets | 95,777 | 0 |
Depreciation of property and equipment | 32,101 | 75,726 |
Bad debt expense | 204,510 | 261,610 |
Non-cash interest income related to accretion of discount on available-for-sale securities | (28,976) | (97,874) |
Loss from sales of available-for-sale securities | 680 | |
Change in operating assets and liabilities: | ||
Accounts receivable - unbilled | 258,906 | 1,229,433 |
Accounts receivable | (368,936) | (122,540) |
Prepaid expenses and other current assets | 54,515 | 112,665 |
Operating lease right-of-use asset | 81,640 | 77,577 |
Tax credit receivable | 128,541 | |
Accounts payable | 279,933 | (679,143) |
Accrued expenses | (221,406) | (648,964) |
Operating lease liability | (81,435) | (77,872) |
Deferred revenue | (156,899) | (42,734) |
Net cash used in operating activities | (3,611,614) | (4,518,918) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Capitalization of internally developed software | (447,687) | (2,731,507) |
Purchase of property and equipment | (9,136) | (13,745) |
Purchase of available-for-sale securities | (460,932) | (7,642,929) |
Proceeds from sales and maturities of available-for-sale securities | 3,150,320 | 1,532,000 |
Net cash provided by (used in) investing activities | 2,232,565 | (8,856,181) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from exercise of stock options | 70,889 | |
Proceeds from issuance of common stock in connection with At the Market Offering Agreement | 1,494,414 | |
Payment of offering costs in connection with the issuance of common stock in connection with At the Market Offering Agreement | (255,288) | |
Repurchase of common stock exercisable under PIPE warrants | (52,500) | |
Net cash provided for financing activities | 1,186,626 | 70,889 |
Net decreases in cash and cash equivalents | (192,423) | (13,304,210) |
Cash at beginning of period | 2,343,666 | 15,308,710 |
Cash at end of period | 2,151,243 | 2,004,500 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 8,939 | $ 7,070 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Non-cash adjustment to reduce lease liabilities and right-of-use assets due to lease termination | 85,679 | |
Stock issuance costs included in accounts payable and accrued expenses | $ 7,023 |
NATURE OF BUSINESS
NATURE OF BUSINESS | 6 Months Ended |
Jun. 30, 2024 | |
NATURE OF BUSINESS | |
NATURE OF BUSINESS | 1. NATURE OF BUSINESS AND BASIS OF PRESENTATION Business iSpecimen Inc. (“iSpecimen” or the “Company”) was incorporated in 2009 under the laws of the state of Delaware. The Company has developed and launched a proprietary online marketplace platform that connects medical researchers who need access to subjects, samples, and data, with hospitals, laboratories, and other organizations who have access to them. iSpecimen is a technology-driven company founded to address a critical challenge: how to connect life science researchers who need human biofluids, tissues, and living cells (“biospecimens”) for their research, with biospecimens available (but not easily accessible) in healthcare provider organizations worldwide. The Company’s proprietary platform, the iSpecimen Marketplace platform, was designed to solve this problem and transform the biospecimen procurement process to accelerate medical discovery. The Company is headquartered in Lexington, Massachusetts and its principal market is North America. The Company operates as one operating Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) as determined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) for interim financial information, and, pursuant to the rules and regulations of Article 10 of Regulation S-X of the Securities Act of 1933, as amended (the “Securities Act”), published by the Securities and Exchange Commission (“SEC”) for interim financial statements. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results of operations for the periods presented. They may not include all of the information and footnotes required by GAAP for complete financial statements. Therefore, these unaudited condensed financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. Going Concern Uncertainty and Management’s Plan The Company has recognized recurring losses since inception. As of June 30, 2024, the Company had negative working capital of $577,321 , an accumulated deficit of $64,375,953 , cash and cash equivalents and short-term investments of $2,151,243 , and accounts payable and accrued expenses of $5,524,572 . Since inception, the Company has relied upon raising capital and its revenues to finance operations. The future success of the Company is dependent on its ability to successfully obtain additional working capital and/or to ultimately attain profitable operations. During the year ended December 31, 2023, In addition, the Company plans to add additional customers to increase and add additional revenues through its new revenue enhancement projects as well as to reduce and manage expenditures to improve its financial position and ensure continued funding of operations. However, as certain elements of the Company’s operating plan are not within the Company’s control, the Company is unable to assess their probability of success. The Company may also seek to fund its operations through public equity or debt financing, as well as other sources but it has not currently identified any other specific source of funding except for the ATM Agreement that is defined and discussed in Note 9. The Company may be unsuccessful in increasing its revenues from its new enhancement projects or contain its operating expenses, or it may be unable to raise additional capital on commercially favorable terms. The Company’s failure to generate additional revenues or contain operating costs would have a negative impact on the Company’s business, results of operations and financial condition and the Company’s ability to continue as a going concern. If the Company does not generate enough revenue to provide an adequate level of working capital, its business plan will be scaled down further. These conditions raise substantial doubt regarding the Company’s ability to continue as a going concern for a period of one year from the date these unaudited condensed financial statements are issued. Management’s plan to mitigate the conditions that raise substantial doubt includes generating additional revenues through its revenue enhancement projects, deferring certain projects and capital expenditures and eliminating certain future operating expenses for the Company to continue as a going concern. However, there can be no assurance that the Company will be successful in completing any of these options. As a result, management’s plans cannot be considered probable and thus do not alleviate substantial doubt about the Company’s ability to continue as a going concern. The accompanying unaudited condensed financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the ordinary course of business. The unaudited condensed financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of the uncertainties described above |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2024 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. The Company’s significant accounting policies and recent accounting standards are summarized in Note 2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. There were no significant changes to these accounting policies during the six months ended June 30, 2024. Use of Estimates The preparation of the Company’s unaudited condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The Company utilizes certain estimates in the determination of the deferred tax valuation allowances, revenue recognition, stock-based compensation, allowance for doubtful accounts, accrued expenses, and the useful lives of internally developed software and sequenced data. The Company bases its estimates on historical experience and other market-specific or other relevant assumptions that it believes to be reasonable under the circumstances. Actual results could differ from such estimates. Investments The Company’s investments are considered to be available-for-sale and are recorded at fair value. Unrealized gains and losses are included in accumulated other comprehensive income. Purchases and sales of securities are reflected on a trade-date basis. Realized gains or losses are released from accumulated other comprehensive income and into earnings on the statement of operations, and amortization of premiums and accretion of discounts on the U.S treasury bills are recorded in interest expense or income, respectively. The Company continually monitors the difference between its cost basis and the estimated fair value of its investments. The Company’s accounting policy for impairment recognition requires other-than-temporary impairment charges to be recorded when it determines that it is more likely than not that it will be unable to collect all amounts due according to the contractual terms of the fixed maturity security or that the anticipated recovery in fair value of the equity security will not occur in a reasonable amount of time. Impairment charges on investments are recorded based on the fair value of the investments at the measurement date or based on the value calculated using a discounted cash flow model. Credit-related impairments on fixed maturity securities that the Company does not plan to sell, and for which it is not more likely than not to be required to sell, are recognized in net income. Any non-credit related impairment is recognized as a component of other comprehensive income. Factors considered in evaluating whether there is a decline in value include: the length of time and the extent to which the fair value has been less than cost; the financial condition and near-term prospects of the issuer; and the likelihood that it will be required to sell the investment. Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To increase the comparability of fair value measures, the following hierarchy prioritizes the inputs to valuation methodologies used to measure fair value: ● Level 1 — Valuations based on quoted prices for identical assets and liabilities in active markets. ● Level 2 — Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. ● Level 3 — Valuations based on unobservable inputs reflecting the Company’s own assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment. For certain financial instruments, including cash and cash equivalents, accounts receivable, and accounts payable, the carrying amounts approximate their fair values as of June 30, 2024 and December 31, 2023, respectively, because of their short-term nature. Available-for-sale securities are recorded at fair value and as level 1 investments. Revenue Recognition and Accounts Receivable The Company recognizes revenue using the five-step approach as follows: (1) identify the contract with the customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract and (5) recognize revenue when (or as) the Company satisfies the performance obligations. The Company generates revenue by procuring various specimens from hospitals, laboratories, and other supply sites, for the Company’s customers using the Company’s proprietary software, the iSpecimen Marketplace, to identify, locate, and ultimately validate the required specimens to the Company’s customers’ requested specifications. The Company’s performance obligation is to procure a specimen meeting the customer’s specification(s) from a supplier, on a “best efforts” basis, for the Company’s customer at the agreed price per specimen as indicated in the customer’s contract with the Company. The Company does not currently charge suppliers or customers for the use of the Company’s proprietary software. Each customer will execute a material and data use agreement with the Company or agree to online purchase terms, each of which includes terms such as specimen and data use, shipment terms, payment, and cancellation terms. These are then supplemented by purchase orders that specify specimen requirements including detailed inclusion/exclusion criteria, quantities to be collected, and pricing. Collectively, these customer agreements represent the Company’s contracts with its customers. Generally, contracts have fixed unit pricing. For certain specimen orders, a refundable customer deposit may be required prior to order fulfillment depending on project set-up requirements, which is presented as deferred revenue. The Company expects to recognize the deferred revenue as revenue within the next twelve months. Specimen collections occur at supply sites within the Company’s network. “Collection” is when the specimen has been removed, or “collected” from the patient or donor. A specimen is often collected specifically for a particular Company order. Once collected, the specimen is assigned by the supplier to the Company and control of the specimen passes to the Company. “Accession” is the process whereby a collected specimen and associated data are registered and assigned in the iSpecimen Marketplace to a particular customer order, which can occur while a specimen is at the supplier site or while at the Company site and it is when control of the specimen passes to the customer. Suppliers may ship specimens to the Company or directly to the customer if specimens must be delivered within a short time period (less than 24 hours after collection) or shipping to the Company is not practical. The Company has evaluated principal versus agent considerations as part of the Company’s revenue recognition policy. The Company has concluded that it acts as principal in the arrangement as it manages the procurement process from beginning to end and determines which suppliers will be used to fulfill an order, usually takes physical possession of the specimens, sets prices for the specimens, and bears the responsibility for customer credit risk. The Company recognizes revenue over time, as the Company has created an asset with no alternative use to the Company, which has an enforceable right to payment for performance completed to date. At contract inception, the Company reviews a contract and related order upon receipt to determine if the specimen ordered has an alternative use by the Company. Generally, specimens ordered do not have an alternative future use to the Company and the performance obligation is satisfied when the related specimens are accessioned. The Company uses an output method to recognize revenue for specimens with no alternative future use. The output is measured based on the number of specimens accessioned. In the rare circumstances where specimens do have an alternative future use, the Company's performance obligation is satisfied at the time of shipment. Customers are generally invoiced upon shipment. Depending on the quantity of specimens ordered, it may take several accounting periods to completely fulfill a purchase order. In other words, there can be multiple invoices issued for a single purchase order, reflecting the specimens being accessioned over time. However, specimens are generally shipped as soon as possible after they have been accessioned. Once a specimen that has no alternative future use and for which the Company has an enforceable right to payment has been accessioned, the Company records the offset to revenue in accounts receivable – unbilled. Once the specimen has been shipped and invoiced, a reclassification is made from accounts receivable - unbilled to accounts receivable. Customers are generally given fourteen days from the receipt of specimens to inspect the specimens to ensure compliance with specifications set forth in the purchase order documentation. Customers are entitled to either receive replacement specimens or receive reimbursement of payments made for such specimens. The Company has a nominal history of returns for nonacceptance of specimens delivered. When this occurs, the Company gives the customer a credit for the returns. The Company has not recorded a returns allowance. The following table summarizes the Company’s revenue for the three and six months ended June 30: Three months ended June 30, Six months ended June 30, 2024 2023 2024 2023 Specimens - contracts with customers $ 2,835,449 $ 1,522,108 $ 5,127,432 $ 4,234,485 Shipping and other 28,230 103,032 26,240 340,854 Revenue $ 2,863,679 $ 1,625,140 $ 5,153,672 $ 4,575,339 The Company carries its accounts receivable at the invoiced amount less an allowance for doubtful accounts. On a periodic basis, the Company evaluates its accounts receivable to determine if an allowance for doubtful accounts is necessary based on the current expected credit loss model. Receivables are written off when deemed uncollectible, with any future recoveries recorded as income when received. As of June 30, 2024 and December 31, 2023, the Company had an allowance for doubtful accounts of $700,862 and $520,897, respectively. The Company applies the practical expedient to account for shipping and handling activities as fulfillment cost rather than as a separate performance obligation. Shipping and handling costs incurred are included in cost of revenue. Internally Developed Software, Net The Company capitalizes certain internal and external costs incurred during the application development stage of internal-use software projects until the software is ready for its intended use. Amortization of the asset commences when the software is complete and placed into service and is recorded in operating expenses. The Company amortizes completed internal-use software over its estimated useful life of five years on a straight-line basis. Costs incurred during the planning, training and post-implementation stages of the software development life cycle are classified as technology costs and are expensed to operations as incurred. Other Intangible Assets, Net The Company procures data generated from sequencing of Formalin-Fixed Paraffin-Embedded (“FFPE”) blocks from a third-party sequencer which the Company licenses to its customers with the sale of FFPE blocks at an additional cost. The sequenced data is also organized to form a database of research content that is available for sale through a subscription model. The Company has determined that the sequenced data is an intangible asset and capitalizes the cost to procure the sequenced data. The sequenced data is amortized to cost of revenue over an estimated useful life of five years on a straight-line basis. The costs paid to the third-party sequencer are the only costs capitalized and all other related costs are expensed to operations as incurred. Impairment of Long-Lived Assets Management reviews long-lived assets for impairment when circumstances indicate the carrying amount of an asset may not be recoverable. An impairment loss is recognized when expected cash flows are less than the asset’s carrying value. Long-lived assets consist of property and equipment, internal-use software and other intangible assets. No impairment charges were recorded for the six months ended June 30, 2024 and 2023. Stock-Based Compensation The Company records stock-based compensation for options granted to employees, non-employees, and to members of the board of directors for their services to the Company based on the grant date fair value of awards issued, and the expense is recorded on a straight-line basis over the requisite service period. Forfeitures are recognized when they occur. The Company uses the Black-Scholes-Merton option pricing model to determine the fair value of stock options. The use of the Black-Scholes-Merton option pricing model requires management to make assumptions with respect to the expected term of the option, the expected volatility of the common stock consistent with the expected life of the option, risk-free interest rates and expected dividend yields of the common stock. The Company has concluded that its historical share option exercise experience does not provide a reasonable basis upon which to estimate expected term. Therefore, the expected term was determined according to the simplified method, which is the average of the vesting tranche dates and the contractual term. Due to the lack of Company-specific historical and implied volatility data, the estimate of expected volatility is primarily based on the historical volatility of a group of similar companies that are publicly traded. For these analyses, companies with comparable characteristics are selected, including enterprise value and position within the industry, and with historical share price information sufficient to meet the expected life of the stock-based awards. The Company computes the historical volatility data using the daily closing prices for the selected companies’ shares during the equivalent period of the calculated expected term of its stock-based awards. The risk-free interest rate is determined by reference to U.S. Treasury zero-coupon issues with remaining maturities similar to the expected term of the options. The Company has not paid, and does not anticipate paying, cash dividends on shares of its common stock. The fair value of the Company’s common stock is equal to the closing price on the specified grant date. Restricted Stock Units (“RSUs”) The Company recognizes stock-based compensation expense from RSUs ratably over the specified vesting period. The fair value of RSUs is determined to be the closing share price of the Company’s common stock on the grant date. Common Stock Warrants The Company accounts for common stock warrants as either equity instruments or liabilities, depending on the specific terms of the warrant agreement. The warrants shall be classified as a liability if 1) the underlying shares are classified as liabilities or 2) the entity can be required under any circumstances to settle the warrant by transferring cash or other assets. The measurement of equity-classified non-employee stock-based payments is generally fixed on the grant date and are considered compensatory. For additional discussion on warrants, see Note 9. Net Loss Per Share Basic net loss per share is calculated by dividing the net loss applicable to common stockholders by the weighted-average number of shares of common stock outstanding during the period, without consideration for common stock equivalents. Diluted net loss per share is calculated by adjusting the weighted-average number of shares outstanding for the dilutive effect of common stock equivalents outstanding for the period, determined using the treasury-stock method. Therefore, basic and diluted net loss per share applicable to common stockholders were the same for all periods presented. The table below provides information on shares of the Company’s common stock issuable upon vesting and exercise, as of June 30: 2024 2023 Shares issuable upon vesting of RSUs 56,558 168,641 Shares issuable upon exercise of stock options 351,670 345,987 Shares issuable upon exercise of PIPE Warrant (defined below) to purchase common stock — 1,312,500 Shares issuable upon exercise of Lender Warrant (defined below) to purchase common stock 12,500 12,500 Shares issuable upon exercise of Underwriter Warrant (defined below) to purchase common stock 90,000 90,000 Recently Adopted Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity |
AVAILABLE-FOR-SALE SECURITIES
AVAILABLE-FOR-SALE SECURITIES | 6 Months Ended |
Jun. 30, 2024 | |
AVAILABLE-FOR-SALE SECURITIES | |
AVAILABLE-FOR-SALE SECURITIES | 3. AVAILABLE-FOR-SALE SECURITIES The Company’s U.S. Treasury bills that were classified as available-for-sale securities fully matured during the six months ended June 30, 2024. There were no available-for-sale securities as of June 30, 2024. The balance of amortized cost, gross unrealized gains and losses, and fair value for available-for-sale securities as of December 31, 2023 is as follows: December 31, 2023 Gross Gross Amortized unrealized unrealized cost gains losses Fair value Available-for-sale securities: U.S. Treasury Bills $ 2,661,092 $ 36,138 $ (35,298) $ 2,661,932 Total Available-for-sale securities $ 2,661,092 $ 36,138 $ (35,298) $ 2,661,932 The Company recorded $680 of realized losses in the six months ended June 30, 2024. The Company did not |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 6 Months Ended |
Jun. 30, 2024 | |
PROPERTY AND EQUIPMENT, NET | |
PROPERTY AND EQUIPMENT, NET | 4. Property and equipment, net consisted of the following at the dates indicated: June 30, December 31, 2024 2023 Website $ 285,377 $ 285,377 Computer equipment and purchased software 105,173 96,037 Equipment 35,449 35,449 Furniture and fixtures 87,184 87,184 Leasehold improvements 68,471 68,471 Total property and equipment 581,654 572,518 Accumulated depreciation (476,832) (444,731) Total property and equipment, net $ 104,822 $ 127,787 Depreciation expense for property and equipment was $16,051 and $37,137 for the three months ended June 30, 2024 and 2023, respectively, and $32,101 and $75,726 for the six months ended June 30, 2024 and 2023, respectively |
INTERNALLY DEVELOPED SOFTWARE,
INTERNALLY DEVELOPED SOFTWARE, NET | 6 Months Ended |
Jun. 30, 2024 | |
INTERNALLY DEVELOPED SOFTWARE, NET | |
INTERNALLY DEVELOPED SOFTWARE, NET | 5. During the six months ended June 30, 2024 and 2023, the Company capitalized $447,687 and $2,731,507, respectively, of internally developed software costs in connection with the development and continued enhancement of the technology platform and web interfaces. Capitalized costs primarily consist of payroll and payroll-related costs for the Company’s employees. The Company recognized $542,805 and $501,502 of amortization expense associated with capitalized internally developed software costs during the three months ended June 30, 2024 and 2023, respectively. The Company recognized $1,075,555 and $934,829 of amortization expense associated with capitalized internally developed software costs during the six months ended June 30, 2024 and 2023, respectively. Accumulated amortization associated with capitalized internally developed software costs as of June 30, 2024 and December 31, 2023 was $8,040,310 and $6,964,755, respectively. |
OTHER INTANGIBLE ASSETS, NET
OTHER INTANGIBLE ASSETS, NET | 6 Months Ended |
Jun. 30, 2024 | |
OTHER INTANGIBLE ASSETS, NET. | |
OTHER INTANGIBLE ASSETS, NET | 6. OTHER INTANGIBLE ASSETS, NET During the six months ended June 30, 2024, the Company did not sequence any FFPE blocks and therefore did not capitalize any sequenced data as other intangible assets. The Company licenses to its customers, at an additional cost, the sequenced data associated with the sequenced FFPE blocks with the sale of said FFPE blocks. The sequenced data is also organized to form a database of research content that is available for sale to the Company’s customers through a subscription model. Amortization expense associated with the capitalized sequenced data was $47,888 for the three months ended June 30, 2024 and $95,777 for the six months ended June 30, 2024. No amortization expense was recognized during the six months ended June 30, 2023 as the Company had not commenced the sequencing of FFPE blocks at this time. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 6 Months Ended |
Jun. 30, 2024 | |
FAIR VALUE MEASUREMENTS | |
FAIR VALUE MEASUREMENTS | 7. FAIR VALUE MEASUREMENTS As of June 30, 2024, the Company did not have any assets or liabilities measured at fair value on a recurring basis. The following table sets forth the Company’s assets to be measured at fair value on a recurring basis and their respective classification within the fair value hierarchy as of December 31, 2023: Fair Value at December 31, 2023 Total Level 1 Level 2 Level 3 Assets: Available-for-sale securities $ 2,661,932 $ 2,661,932 $ — $ — Total Assets $ 2,661,932 $ 2,661,932 $ — $ — |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2024 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | 8. Leases As of June 30, 2024, the Company had one operating lease of office space in Lexington, Massachusetts, which was initially set to expire on February 28, 2024 (the “Lexington Lease”). The Lexington Lease was renewed on September 27, 2023 to extend the lease term for a period of 12 months from February 29, 2024 through February 28, 2025. The lease renewal included an option to terminate the lease before its expiration date if notice is provided to the lessor by June 30, 2024. On June 28, 2024, the Company exercised the termination option and terminated the Lexington Lease effective August 31, 2024. Subsequently, on July 2, 2024, the Company entered into a new operating lease (the “Woburn Lease”) of office space in Woburn, Massachusetts (the “Woburn Premises”) for a term of five years The Company has a one-time option to extend the term of the Woburn Lease for one additional term of five years , provided that the Company is not in arrears in any payment of rent, the payment of any outstanding invoice, or otherwise in default. Right-of-use assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. ASC 842 requires a lessee to discount its unpaid lease payments using the interest rate implicit in the lease or, if that rate cannot be readily determined, its incremental borrowing rate. The Company’s Lexington Lease agreement does not provide an implicit borrowing rate. Therefore, the Company used a benchmark approach to derive an appropriate imputed discount rate. The Company benchmarked itself against other companies of similar credit ratings and comparable quality and derived an imputed rate, which was used to discount its real estate lease liabilities. Leases with an initial term of twelve months or less are not recorded on the balance sheet date, and the Company does not separate lease and non-lease components of contracts. There are no material residual guarantees associated with any of the Company’s leases, and there are no significant restrictions or covenants included in the Company’s lease agreements. There was no sublease rental income for the three and six months ended June 30, 2024, and the Company is not the lessor in any lease arrangement, and there were no related-party lease agreements. Lease Costs The table below presents certain information related to the lease costs for the Company’s operating lease for the six months ended June 30, 2024: Operating lease expense $ 91,632 Short-term lease expense — Total lease cost $ 91,632 Lease Position as of June 30, 2024 During the three months ended June 30, 2024, right-of-use lease assets and lease liabilities Assets Operating lease right-of-use assets $ 26,538 Total lease assets $ 26,538 Liabilities Current liabilities: Operating lease liability – current portion $ 29,130 Non-current liabilities: Operating lease liability – net of current portion — Total lease liability $ 29,130 Lease Terms and Discount Rate The table below presents certain information related to the weighted average remaining lease term and the weighted average discount rate for the Company’s operating lease as of June 30, 2024: Weighted average remaining lease term (in years) – operating lease 0.17 Weighted average discount rate – operating lease 5.96% Undiscounted Cash Flows Future lease payments included in the measurement of lease liabilities on the balance sheet are as follows: 2024 (excluding the six months ended June 30, 2024) $ 29,348 2025 — Total future minimum lease payments 29,348 Less effect of discounting (218) Present value of future minimum lease payments $ 29,130 Rent expense for the three months ended June 30, 2024 and 2023 amounted to $48,382 and $42,078, respectively. Rent expense for the six months ended June 30, 2024 and 2023 amounted to $91,632 and $84,657, respectively. Cash Flows Supplemental cash flow information related to the operating lease for the six months ended June 30, 2024 was as follows: Non-cash operating lease expense (operating cash flow) $ 81,640 Change in operating lease liabilities (operating cash flow) $ (81,435) Sales Tax Payable The majority of the Company’s customers are researchers, universities, hospitals, and not-for-profit entities that were believed by the Company to have a sales and use tax exemption that generally excludes them from paying sales taxes. The main types of specimens the Company sells are blood, blood plasma, human tissue, human parts, and human bodily fluids and only a few of these products are typically not taxable in some states regardless of the buyer’s tax exemption status. The Company historically has not collected sales tax in states where it had sales. Had the Company contemporaneously collected and remitted sales tax for all customers and in all jurisdictions where it would have been required, there would have been no material impact on the Company’s unaudited condensed financial statements. As a result of an entity-wide risk assessment process that commenced in the second quarter of 2023, the Company engaged external tax consultant advisors to complement internal resources and efforts to provide support in assessing the appropriate sales tax treatment associated with the Company’s products for all prior years in which the Company had generated revenue, to assist with the facilitation and tracking of Voluntary Disclosure Agreements (“VDAs”) in jurisdictions where a potential tax liability may exist and to assist with the implementation of a sales tax software platform solution for the calculation, communication, collection, and remittance of sales tax for all non-exempt future sales. From the Company’s inception through the filing date of this Quarterly Report, the Company now believes that an obligation to collect and remit sales tax existed for certain of its sales of products to certain of its customers. The Company has analyzed its product sales, on an invoice-by-invoice and customer-by-customer basis, to determine which products are subject to sales tax in each jurisdiction, and determining which of its customers are exempt from sales tax, and which customers who were not exempt from sales tax have already paid compensating use tax to the appropriate jurisdiction. Part of this process includes requesting and obtaining exemption letters or representations from its customers or proof of payment of their compensating use tax. As the Company continues to make progress on this project, certain customers have notified the Company that they are not exempt from the payment of sales tax and have not remitted use tax and the Company has started to invoice such customers for past sales tax due. As of December 31, 2023, the Company had established and accrued a reliable point estimate with a maximum potential of the sales tax liability of approximately $707,000 and the related interests and penalties of approximately $215,000 in accrued expenses on the balance sheet. The estimated liability represents the estimated tax liability for sales made to customers who have notified the Company that they are not exempt from sales taxes and customers who have not responded to Company’s request to provide a sales exemption letter. As of December 31, 2023, the Company had also recovered approximately $359,000 of prior taxes from certain customers who do not have a sales tax exemption. During the year ended December 31, 2023, the Company recognized a loss of approximately $564,000 in its statement of operations and comprehensive loss related to the sales tax liability. The Company continued to pursue nonresponsive customers with the expectation that over time, further exemption letters or representations will be received that will reduce the liability. During the first half of 2024, the Company received additional sales tax exemption letters or representations from customers. The Company also registered in some states and commenced the filing and remittance of sales taxes. Both factors contributed to the reduction of the sales tax liability to approximately $617,000 and the related interests and penalties to approximately $208,000 as of June 30, 2024. As of June 30, 2024, the Company had recovered approximately $439,000 of prior taxes from certain customers who do not have a sales tax exemption. The Company did not Legal Proceedings From time to time the Company is involved in litigation, claims, and other proceedings arising in the ordinary course of business. Such litigation and other proceedings may include, but are not limited to, actions relating to employment law and misclassification, intellectual property, commercial or contractual claims, or other consumer protection statutes. Litigation and other disputes are inherently unpredictable and subject to substantial uncertainties and unfavorable resolutions could occur. As of June 30, 2024, there was no material litigation against the Company. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 6 Months Ended |
Jun. 30, 2024 | |
STOCKHOLDERS' EQUITY | |
STOCKHOLDERS' EQUITY | 9. The Company’s authorized capital is 250,000,000 shares, of which (1) 200,000,000 shares are common stock, par value $0.0001 per share and (2) 50,000,000 shares are preferred stock, par value $0.0001 per share, which may, at the sole discretion of the Company’s board of directors, be issued in one or more series. Common Stock On March 5, 2024, the Company put in place an At the Market Offering Agreement (the “ATM Agreement”) which allowed the Company to issue and sell shares of its common stock, having an aggregate offering price of up to $1,500,000 (the “ATM Shares”), from time to time through the Sales Agent. During the six months ended June 30, 2024, the Company sold 3,980,075 ATM Shares for gross proceeds of approximately $1,494,000 under the ATM Agreement. The Company incurred offering costs of approximately $255,000 , resulting in net proceeds of approximately $1,239,000 During the six months ended June 30, 2023, the Company issued 70,889 shares of common stock for cash exercises of options of $70,889. There were no options exercises during the six months ended June 30, 2024. Warrants Underwriter Warrants In connection with the Company's underwriting agreement with ThinkEquity, a division of Fordham Financial Management, Inc. (“ThinkEquity”) and the representative of the Company’s IPO underwriters, the Company entered into a warrant agreement to purchase up to 90,000 shares of common stock to several affiliates of ThinkEquity (the “Underwriter Warrants”). The Underwriter Warrants are exercisable at a per share exercise price of $10.00 and are exercisable at any time and from time to time, in whole or in part, during the four Lender Warrant In connection with the loan agreement entered into with Western Alliance Bank (the “Lender”) on August 13, 2021, the Company issued a warrant (the “Lender Warrant”) to the Lender to purchase 12,500 shares of common stock of the Company. The Lender Warrant is exercisable at a per share exercise price of $8.00 and is exercisable at any time on or after August 13, 2021 through August 12, 2031. The Company determined that the Lender Warrant was equity-classified. As of June 30, 2024, the Lender Warrant had not been exercised, and had a weighted average exercise price of $8 per share and a remaining weighted average time to expiration of 7.12 years. PIPE Warrants On December 1, 2021, the Company completed a private placement (the “PIPE”) in which the Company issued warrants (the “PIPE Warrants”) to purchase up to an aggregate of 1,312,500 shares of common stock. These PIPE Warrants have an exercise price of $13.00 per share and are immediately exercisable upon issuance and will expire on the five and one-half-year anniversary of the issuance date. On February 13, 2024, the Company entered into certain warrant repurchase and termination agreements with the holders of the PIPE Warrants to repurchase the PIPE Warrants for a purchase price equal to $0.04 multiplied by the number of shares of common stock issuable pursuant to such PIPE Warrants. In connection with such repurchases, all past, current and future obligations of the Company relating to the PIPE Warrants were released, discharged and are of no further force or effect. A summary of total warrant activity during the six months ended June 30, 2024 is as follows: Weighted Average Weighted Remaining Warrants Average Contractual Term Outstanding Exercise Price in Years Balance at December 31, 2023 1,415,000 $ 12.77 3.47 Granted — — — Exercised — — — Repurchased (1,312,500) — — Balance at June 30, 2024 102,500 $ 9.76 2.59 |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 6 Months Ended |
Jun. 30, 2024 | |
STOCK-BASED COMPENSATION | |
STOCK-BASED COMPENSATION | 10. Stock Incentive Plans 2021 Plan In March 2021, the Company adopted the iSpecimen Inc. 2021 Stock Incentive Plan, which was subsequently amended in June 2021 and then on May 25, 2022 (the “2021 Plan”). The 2021 Plan was adopted to enhance the Company’s ability to attract, retain and motivate employees, officers, directors, consultants, and advisors by providing such persons with equity ownership opportunities and performance-based incentives. The 2021 Plan authorizes options, restricted stock, RSUs and other stock-based awards. The Company's board of directors, or any committee to which the board of directors delegates such authority, has the sole discretion in administering, interpreting, amending, or accelerating the 2021 Plan. Awards may be made under the 2021 Plan for up to 608,000 shares of the Company's common stock, and the 2021 Plan was made effective with the completion of the IPO. On May 24, 2023, at the Company’s annual meeting of stockholders, the stockholders approved an amendment to the 2021 Plan to increase the number of shares under the 2021 Plan from 608,000 shares of common stock to 1,869,500 shares of common stock. During the six months ended June 30, 2024 and 2023, 95,340 and 163,419 equity awards were granted under the 2021 Plan, respectively. During the three months ended June 30, 2024 and 2023, 15,000 and 45,172 equity awards were granted under the 2021 Plan, respectively. As of June 30, 2024, there were 1,334,377 shares of common stock available for future grants under the 2021 Plan. 2013 Plan The iSpecimen Inc. 2013 Stock Incentive Plan (the “2013 Plan”) was adopted on April 12, 2013 and subsequently amended on July 29, 2015. The aggregate number of shares of common stock that may be issued pursuant to the 2013 Plan was 1,713,570. No equity awards were granted under the 2013 Plan during the six months ended June 30, 2024 and 2023. According to the 2013 Plan, which was adopted by the Company’s board of directors on April 12, 2013, no awards shall be granted under the 2013 Plan after the completion of ten years from the date on which the 2013 Plan was adopted by the Company’s board of directors. Therefore, as of April 13, 2023, no further shares had been granted under the 2013 Plan. Stock Options During the six months ended June 30, 2024 and 2023, the Company granted 95,340 and 162,672 stock options, respectively. The following assumptions were used to estimate the fair value of stock options granted using the Black-Scholes-Merton option pricing model during the six months ended June 30: 2024 2023 Assumptions: Risk-free interest rate 3.93% – 4.56% 3.75% – 3.95% Expected term (in years) 0.78 – 4.00 0.61 – 4.00 Expected volatility 57.49% –58.71% 59.35% – 59.95% Expected dividend yield — — A summary of stock option activity under the 2021 Plan and 2013 Plan is as follows: Weighted Average Weighted Remaining Options Average Contractual Term Aggregate Outstanding Exercise Price in Years Intrinsic Value Balance at December 31, 2023 296,268 $ 2.17 8.53 $ — Granted 95,340 0.38 — — Exercised — — — — Cancelled/forfeited (39,938) 1.14 — — Balance at June 30, 2024 351,670 $ 1.81 8.35 $ 1,564 Options exercisable at June 30, 2024 181,723 $ 2.47 7.72 $ 70.89 The aggregate intrinsic value in the table above represents the difference between the Company's stock price as of the balance sheet date and the exercise price of each in-the-money option on the last day of the period. No stock options were exercised during the six months ended June 30, 2024. The aggregate intrinsic value of stock options exercised was $48,494 during the six months ended June 30, 2023. The weighted average grant date fair value of stock options issued in the six months ended June 30, 2024 and 2023 was $0.13 and $0.52, respectively. The following table sets forth the recorded stock options compensation expense of the Company during the three and six months ended June 30: Three Months Ended June 30, Six Months Ended June 30, Operating expenses: 2024 2023 2024 2023 Technology $ 1,658 $ 2,475 $ 3,203 $ 5,106 Sales and marketing 335 623 831 1,498 Supply development 220 446 431 820 Fulfillment — 681 869 1,325 General and administrative 15,882 26,343 32,201 54,883 Total stock options expense $ 18,095 $ 30,568 $ 37,535 $ 63,632 As of June 30, 2024 and 2023, a total of $72,233 and $185,260 of unamortized compensation expense is being recognized over the remaining requisite service period of 2.26 and 2.42 years, respectively. There were no stock options exercises during the six months ended June 30, 2024. During the six months ended June 30, 2023, the Company received proceeds of $70,889 from the exercise of stock options. Restricted Stock Units A summary of RSUs activity under the 2021 Plan and 2013 Plan is as follows: Weighted RSUs Average Grant Outstanding Date Fair Value Unvested Balance at December 31, 2023 116,357 $ 5.67 Granted — — Vested (32,324) 5.98 Forfeited (27,475) 5.27 Unvested Balance at June 30, 2024 56,558 $ 5.67 The Company recorded RSUs compensation expense during the three and six months ended June 30 as follows: Three Months Ended June 30, Six Months Ended June 30, Operating expenses: 2024 2023 2024 2023 Technology $ 22,833 $ 32,876 $ 49,776 $ 67,653 Sales and marketing 9,508 18,959 25,417 30,814 Supply development 52 2,824 277 2,824 Fulfillment 8,217 17,608 17,728 39,052 General and administrative 20,932 21,862 42,829 41,279 Total RSU expense $ 61,542 $ 94,129 $ 136,027 $ 181,622 As of June 30, 2024 and 2023, the total unrecognized stock-based compensation expense related to unvested RSUs was $311,044 and $890,912, and it is expected to be recognized on a straight-line basis over a weighted average period of approximately 1.35 and 2.37 years, respectively. |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2024 | |
INCOME TAXES | |
INCOME TAXES | 11. As of June 30, 2024 and December 31, 2023, the Company had federal net operating loss carryforwards of approximately $55,200,000 and $50,800,000, respectively, of which approximately $13,000,000 expires at various periods through 2037 and approximately $42,200,000 and $37,800,000, respectively, can be carried forward indefinitely. As of June 30, 2024 and December 31, 2023, the Company had state net operating loss carryforwards of approximately $32,700,000 and $31,100,000, respectively, that expire at various periods through 2044, respectively. As of June 30, 2024 and December 31, 2023, the Company had federal and state tax credits of approximately $2,116,000 and $2,058,300, respectively, available for future periods that expire at various periods through 2044. The Company has recorded a full valuation allowance against net deferred income tax assets due to a history of losses generated since inception. Due to changes in ownership provisions of the Internal Revenue Code of 1986 (the “IRC”), the availability of the Company's net operating loss carryforwards may be subject to annual limitations under Section 382 of the IRC against taxable income in the future period, which could substantially limit the eventual utilization of such carryforwards |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Pay vs Performance Disclosure | ||||||
Net Income (Loss) | $ (2,109,024) | $ (2,902,117) | $ (3,483,614) | $ (2,431,812) | $ (5,011,141) | $ (5,915,426) |
Insider Trading Arrangements
Insider Trading Arrangements | 6 Months Ended |
Jun. 30, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Use of Estimates | Use of Estimates The preparation of the Company’s unaudited condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The Company utilizes certain estimates in the determination of the deferred tax valuation allowances, revenue recognition, stock-based compensation, allowance for doubtful accounts, accrued expenses, and the useful lives of internally developed software and sequenced data. The Company bases its estimates on historical experience and other market-specific or other relevant assumptions that it believes to be reasonable under the circumstances. Actual results could differ from such estimates. |
Investments | Investments The Company’s investments are considered to be available-for-sale and are recorded at fair value. Unrealized gains and losses are included in accumulated other comprehensive income. Purchases and sales of securities are reflected on a trade-date basis. Realized gains or losses are released from accumulated other comprehensive income and into earnings on the statement of operations, and amortization of premiums and accretion of discounts on the U.S treasury bills are recorded in interest expense or income, respectively. The Company continually monitors the difference between its cost basis and the estimated fair value of its investments. The Company’s accounting policy for impairment recognition requires other-than-temporary impairment charges to be recorded when it determines that it is more likely than not that it will be unable to collect all amounts due according to the contractual terms of the fixed maturity security or that the anticipated recovery in fair value of the equity security will not occur in a reasonable amount of time. Impairment charges on investments are recorded based on the fair value of the investments at the measurement date or based on the value calculated using a discounted cash flow model. Credit-related impairments on fixed maturity securities that the Company does not plan to sell, and for which it is not more likely than not to be required to sell, are recognized in net income. Any non-credit related impairment is recognized as a component of other comprehensive income. Factors considered in evaluating whether there is a decline in value include: the length of time and the extent to which the fair value has been less than cost; the financial condition and near-term prospects of the issuer; and the likelihood that it will be required to sell the investment. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To increase the comparability of fair value measures, the following hierarchy prioritizes the inputs to valuation methodologies used to measure fair value: ● Level 1 — Valuations based on quoted prices for identical assets and liabilities in active markets. ● Level 2 — Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. ● Level 3 — Valuations based on unobservable inputs reflecting the Company’s own assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment. For certain financial instruments, including cash and cash equivalents, accounts receivable, and accounts payable, the carrying amounts approximate their fair values as of June 30, 2024 and December 31, 2023, respectively, because of their short-term nature. Available-for-sale securities are recorded at fair value and as level 1 investments. |
Revenue Recognition and Accounts Receivable | Revenue Recognition and Accounts Receivable The Company recognizes revenue using the five-step approach as follows: (1) identify the contract with the customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract and (5) recognize revenue when (or as) the Company satisfies the performance obligations. The Company generates revenue by procuring various specimens from hospitals, laboratories, and other supply sites, for the Company’s customers using the Company’s proprietary software, the iSpecimen Marketplace, to identify, locate, and ultimately validate the required specimens to the Company’s customers’ requested specifications. The Company’s performance obligation is to procure a specimen meeting the customer’s specification(s) from a supplier, on a “best efforts” basis, for the Company’s customer at the agreed price per specimen as indicated in the customer’s contract with the Company. The Company does not currently charge suppliers or customers for the use of the Company’s proprietary software. Each customer will execute a material and data use agreement with the Company or agree to online purchase terms, each of which includes terms such as specimen and data use, shipment terms, payment, and cancellation terms. These are then supplemented by purchase orders that specify specimen requirements including detailed inclusion/exclusion criteria, quantities to be collected, and pricing. Collectively, these customer agreements represent the Company’s contracts with its customers. Generally, contracts have fixed unit pricing. For certain specimen orders, a refundable customer deposit may be required prior to order fulfillment depending on project set-up requirements, which is presented as deferred revenue. The Company expects to recognize the deferred revenue as revenue within the next twelve months. Specimen collections occur at supply sites within the Company’s network. “Collection” is when the specimen has been removed, or “collected” from the patient or donor. A specimen is often collected specifically for a particular Company order. Once collected, the specimen is assigned by the supplier to the Company and control of the specimen passes to the Company. “Accession” is the process whereby a collected specimen and associated data are registered and assigned in the iSpecimen Marketplace to a particular customer order, which can occur while a specimen is at the supplier site or while at the Company site and it is when control of the specimen passes to the customer. Suppliers may ship specimens to the Company or directly to the customer if specimens must be delivered within a short time period (less than 24 hours after collection) or shipping to the Company is not practical. The Company has evaluated principal versus agent considerations as part of the Company’s revenue recognition policy. The Company has concluded that it acts as principal in the arrangement as it manages the procurement process from beginning to end and determines which suppliers will be used to fulfill an order, usually takes physical possession of the specimens, sets prices for the specimens, and bears the responsibility for customer credit risk. The Company recognizes revenue over time, as the Company has created an asset with no alternative use to the Company, which has an enforceable right to payment for performance completed to date. At contract inception, the Company reviews a contract and related order upon receipt to determine if the specimen ordered has an alternative use by the Company. Generally, specimens ordered do not have an alternative future use to the Company and the performance obligation is satisfied when the related specimens are accessioned. The Company uses an output method to recognize revenue for specimens with no alternative future use. The output is measured based on the number of specimens accessioned. In the rare circumstances where specimens do have an alternative future use, the Company's performance obligation is satisfied at the time of shipment. Customers are generally invoiced upon shipment. Depending on the quantity of specimens ordered, it may take several accounting periods to completely fulfill a purchase order. In other words, there can be multiple invoices issued for a single purchase order, reflecting the specimens being accessioned over time. However, specimens are generally shipped as soon as possible after they have been accessioned. Once a specimen that has no alternative future use and for which the Company has an enforceable right to payment has been accessioned, the Company records the offset to revenue in accounts receivable – unbilled. Once the specimen has been shipped and invoiced, a reclassification is made from accounts receivable - unbilled to accounts receivable. Customers are generally given fourteen days from the receipt of specimens to inspect the specimens to ensure compliance with specifications set forth in the purchase order documentation. Customers are entitled to either receive replacement specimens or receive reimbursement of payments made for such specimens. The Company has a nominal history of returns for nonacceptance of specimens delivered. When this occurs, the Company gives the customer a credit for the returns. The Company has not recorded a returns allowance. The following table summarizes the Company’s revenue for the three and six months ended June 30: Three months ended June 30, Six months ended June 30, 2024 2023 2024 2023 Specimens - contracts with customers $ 2,835,449 $ 1,522,108 $ 5,127,432 $ 4,234,485 Shipping and other 28,230 103,032 26,240 340,854 Revenue $ 2,863,679 $ 1,625,140 $ 5,153,672 $ 4,575,339 The Company carries its accounts receivable at the invoiced amount less an allowance for doubtful accounts. On a periodic basis, the Company evaluates its accounts receivable to determine if an allowance for doubtful accounts is necessary based on the current expected credit loss model. Receivables are written off when deemed uncollectible, with any future recoveries recorded as income when received. As of June 30, 2024 and December 31, 2023, the Company had an allowance for doubtful accounts of $700,862 and $520,897, respectively. The Company applies the practical expedient to account for shipping and handling activities as fulfillment cost rather than as a separate performance obligation. Shipping and handling costs incurred are included in cost of revenue. |
Internally Developed Software, Net | Internally Developed Software, Net The Company capitalizes certain internal and external costs incurred during the application development stage of internal-use software projects until the software is ready for its intended use. Amortization of the asset commences when the software is complete and placed into service and is recorded in operating expenses. The Company amortizes completed internal-use software over its estimated useful life of five years on a straight-line basis. Costs incurred during the planning, training and post-implementation stages of the software development life cycle are classified as technology costs and are expensed to operations as incurred. |
Other Intangible Assets, Net | Other Intangible Assets, Net The Company procures data generated from sequencing of Formalin-Fixed Paraffin-Embedded (“FFPE”) blocks from a third-party sequencer which the Company licenses to its customers with the sale of FFPE blocks at an additional cost. The sequenced data is also organized to form a database of research content that is available for sale through a subscription model. The Company has determined that the sequenced data is an intangible asset and capitalizes the cost to procure the sequenced data. The sequenced data is amortized to cost of revenue over an estimated useful life of five years on a straight-line basis. The costs paid to the third-party sequencer are the only costs capitalized and all other related costs are expensed to operations as incurred. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Management reviews long-lived assets for impairment when circumstances indicate the carrying amount of an asset may not be recoverable. An impairment loss is recognized when expected cash flows are less than the asset’s carrying value. Long-lived assets consist of property and equipment, internal-use software and other intangible assets. No impairment charges were recorded for the six months ended June 30, 2024 and 2023. |
Stock-Based Compensation | Stock-Based Compensation The Company records stock-based compensation for options granted to employees, non-employees, and to members of the board of directors for their services to the Company based on the grant date fair value of awards issued, and the expense is recorded on a straight-line basis over the requisite service period. Forfeitures are recognized when they occur. The Company uses the Black-Scholes-Merton option pricing model to determine the fair value of stock options. The use of the Black-Scholes-Merton option pricing model requires management to make assumptions with respect to the expected term of the option, the expected volatility of the common stock consistent with the expected life of the option, risk-free interest rates and expected dividend yields of the common stock. The Company has concluded that its historical share option exercise experience does not provide a reasonable basis upon which to estimate expected term. Therefore, the expected term was determined according to the simplified method, which is the average of the vesting tranche dates and the contractual term. Due to the lack of Company-specific historical and implied volatility data, the estimate of expected volatility is primarily based on the historical volatility of a group of similar companies that are publicly traded. For these analyses, companies with comparable characteristics are selected, including enterprise value and position within the industry, and with historical share price information sufficient to meet the expected life of the stock-based awards. The Company computes the historical volatility data using the daily closing prices for the selected companies’ shares during the equivalent period of the calculated expected term of its stock-based awards. The risk-free interest rate is determined by reference to U.S. Treasury zero-coupon issues with remaining maturities similar to the expected term of the options. The Company has not paid, and does not anticipate paying, cash dividends on shares of its common stock. The fair value of the Company’s common stock is equal to the closing price on the specified grant date. Restricted Stock Units (“RSUs”) The Company recognizes stock-based compensation expense from RSUs ratably over the specified vesting period. The fair value of RSUs is determined to be the closing share price of the Company’s common stock on the grant date. |
Common Stock Warrants | Common Stock Warrants The Company accounts for common stock warrants as either equity instruments or liabilities, depending on the specific terms of the warrant agreement. The warrants shall be classified as a liability if 1) the underlying shares are classified as liabilities or 2) the entity can be required under any circumstances to settle the warrant by transferring cash or other assets. The measurement of equity-classified non-employee stock-based payments is generally fixed on the grant date and are considered compensatory. For additional discussion on warrants, see Note 9. |
Net Loss Per Share | Net Loss Per Share Basic net loss per share is calculated by dividing the net loss applicable to common stockholders by the weighted-average number of shares of common stock outstanding during the period, without consideration for common stock equivalents. Diluted net loss per share is calculated by adjusting the weighted-average number of shares outstanding for the dilutive effect of common stock equivalents outstanding for the period, determined using the treasury-stock method. Therefore, basic and diluted net loss per share applicable to common stockholders were the same for all periods presented. The table below provides information on shares of the Company’s common stock issuable upon vesting and exercise, as of June 30: 2024 2023 Shares issuable upon vesting of RSUs 56,558 168,641 Shares issuable upon exercise of stock options 351,670 345,987 Shares issuable upon exercise of PIPE Warrant (defined below) to purchase common stock — 1,312,500 Shares issuable upon exercise of Lender Warrant (defined below) to purchase common stock 12,500 12,500 Shares issuable upon exercise of Underwriter Warrant (defined below) to purchase common stock 90,000 90,000 |
Recently Adopted Accounting Standards | Recently Adopted Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Summary of entity's revenue | Three months ended June 30, Six months ended June 30, 2024 2023 2024 2023 Specimens - contracts with customers $ 2,835,449 $ 1,522,108 $ 5,127,432 $ 4,234,485 Shipping and other 28,230 103,032 26,240 340,854 Revenue $ 2,863,679 $ 1,625,140 $ 5,153,672 $ 4,575,339 |
Summary of total shares outstanding | 2024 2023 Shares issuable upon vesting of RSUs 56,558 168,641 Shares issuable upon exercise of stock options 351,670 345,987 Shares issuable upon exercise of PIPE Warrant (defined below) to purchase common stock — 1,312,500 Shares issuable upon exercise of Lender Warrant (defined below) to purchase common stock 12,500 12,500 Shares issuable upon exercise of Underwriter Warrant (defined below) to purchase common stock 90,000 90,000 |
AVAILABLE-FOR-SALE SECURITIES (
AVAILABLE-FOR-SALE SECURITIES (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
AVAILABLE-FOR-SALE SECURITIES | |
Summary of amortized cost, gross unrealized holding gains, and fair value for available-for-sale securities | December 31, 2023 Gross Gross Amortized unrealized unrealized cost gains losses Fair value Available-for-sale securities: U.S. Treasury Bills $ 2,661,092 $ 36,138 $ (35,298) $ 2,661,932 Total Available-for-sale securities $ 2,661,092 $ 36,138 $ (35,298) $ 2,661,932 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
PROPERTY AND EQUIPMENT, NET | |
Summary of property and equipment, net | June 30, December 31, 2024 2023 Website $ 285,377 $ 285,377 Computer equipment and purchased software 105,173 96,037 Equipment 35,449 35,449 Furniture and fixtures 87,184 87,184 Leasehold improvements 68,471 68,471 Total property and equipment 581,654 572,518 Accumulated depreciation (476,832) (444,731) Total property and equipment, net $ 104,822 $ 127,787 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
FAIR VALUE MEASUREMENTS | |
Summary of financial liabilities measured at fair value on a recurring basis | Fair Value at December 31, 2023 Total Level 1 Level 2 Level 3 Assets: Available-for-sale securities $ 2,661,932 $ 2,661,932 $ — $ — Total Assets $ 2,661,932 $ 2,661,932 $ — $ — |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
COMMITMENTS AND CONTINGENCIES | |
Schedule of lease costs related to Company's operating lease | Operating lease expense $ 91,632 Short-term lease expense — Total lease cost $ 91,632 |
Schedule of Lease position in Balance Sheet | Assets Operating lease right-of-use assets $ 26,538 Total lease assets $ 26,538 Liabilities Current liabilities: Operating lease liability – current portion $ 29,130 Non-current liabilities: Operating lease liability – net of current portion — Total lease liability $ 29,130 |
Schedule of Lease terms and discount rate | Weighted average remaining lease term (in years) – operating lease 0.17 Weighted average discount rate – operating lease 5.96% |
Schedule of Future lease payment - Undiscounted Cash Flows | 2024 (excluding the six months ended June 30, 2024) $ 29,348 2025 — Total future minimum lease payments 29,348 Less effect of discounting (218) Present value of future minimum lease payments $ 29,130 |
Schedule of Cash Flows information | Non-cash operating lease expense (operating cash flow) $ 81,640 Change in operating lease liabilities (operating cash flow) $ (81,435) |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
STOCKHOLDERS' EQUITY | |
Summary of assumptions used to estimate the fair value of stock options granted using the Black-Scholes-Merton option pricing model | 2024 2023 Assumptions: Risk-free interest rate 3.93% – 4.56% 3.75% – 3.95% Expected term (in years) 0.78 – 4.00 0.61 – 4.00 Expected volatility 57.49% –58.71% 59.35% – 59.95% Expected dividend yield — — |
Schedule of warrant activity | Weighted Average Weighted Remaining Warrants Average Contractual Term Outstanding Exercise Price in Years Balance at December 31, 2023 1,415,000 $ 12.77 3.47 Granted — — — Exercised — — — Repurchased (1,312,500) — — Balance at June 30, 2024 102,500 $ 9.76 2.59 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
STOCK-BASED COMPENSATION | |
Summary of assumptions used to estimate the fair value of stock options granted using the Black-Scholes-Merton option pricing model | 2024 2023 Assumptions: Risk-free interest rate 3.93% – 4.56% 3.75% – 3.95% Expected term (in years) 0.78 – 4.00 0.61 – 4.00 Expected volatility 57.49% –58.71% 59.35% – 59.95% Expected dividend yield — — |
Schedule of summary of stock option activity | Weighted Average Weighted Remaining Options Average Contractual Term Aggregate Outstanding Exercise Price in Years Intrinsic Value Balance at December 31, 2023 296,268 $ 2.17 8.53 $ — Granted 95,340 0.38 — — Exercised — — — — Cancelled/forfeited (39,938) 1.14 — — Balance at June 30, 2024 351,670 $ 1.81 8.35 $ 1,564 Options exercisable at June 30, 2024 181,723 $ 2.47 7.72 $ 70.89 |
Schedule of share based compensation restricted stock units award activity | Weighted RSUs Average Grant Outstanding Date Fair Value Unvested Balance at December 31, 2023 116,357 $ 5.67 Granted — — Vested (32,324) 5.98 Forfeited (27,475) 5.27 Unvested Balance at June 30, 2024 56,558 $ 5.67 |
Restricted Stock Units | |
STOCK-BASED COMPENSATION | |
Schedule of summary of compensation expense | Three Months Ended June 30, Six Months Ended June 30, Operating expenses: 2024 2023 2024 2023 Technology $ 22,833 $ 32,876 $ 49,776 $ 67,653 Sales and marketing 9,508 18,959 25,417 30,814 Supply development 52 2,824 277 2,824 Fulfillment 8,217 17,608 17,728 39,052 General and administrative 20,932 21,862 42,829 41,279 Total RSU expense $ 61,542 $ 94,129 $ 136,027 $ 181,622 |
Employee Stock Option [Member] | |
STOCK-BASED COMPENSATION | |
Schedule of summary of compensation expense | Three Months Ended June 30, Six Months Ended June 30, Operating expenses: 2024 2023 2024 2023 Technology $ 1,658 $ 2,475 $ 3,203 $ 5,106 Sales and marketing 335 623 831 1,498 Supply development 220 446 431 820 Fulfillment — 681 869 1,325 General and administrative 15,882 26,343 32,201 54,883 Total stock options expense $ 18,095 $ 30,568 $ 37,535 $ 63,632 |
NATURE OF BUSINESS AND BASIS OF
NATURE OF BUSINESS AND BASIS OF PRESENTATION (Details) | 6 Months Ended |
Jun. 30, 2024 segment | |
NATURE OF BUSINESS | |
Reporting units | 1 |
Operating segments | 1 |
NATURE OF BUSINESS AND BASIS _2
NATURE OF BUSINESS AND BASIS OF PRESENTATION - Additional information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Mar. 05, 2024 | Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2024 | Dec. 31, 2023 | |
Subsidiary, Sale of Stock [Line Items] | |||||
Proceeds from issuance of shares | $ 1,355,927 | $ 138,487 | |||
Payment of offering costs in connection with the issuance of common stock in connection with At the Market Offering Agreement | $ 255,288 | ||||
Proceeds from issuance of common stock in connection with At the Market Offering Agreement | 1,494,414 | ||||
Working capital | (577,321) | (577,321) | |||
Accumulated deficit | 64,375,953 | 64,375,953 | $ 59,364,812 | ||
Cash and cash equivalents and short-term investments | 2,151,243 | 2,151,243 | |||
Accounts payable and accrued expenses | $ 5,524,572 | $ 5,524,572 | |||
Amount of estimated reductions in additional expenditure | 66% | 45% | |||
ATM Agreement | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Issuance of shares (in shares) | 3,980,075 | ||||
Payment of offering costs in connection with the issuance of common stock in connection with At the Market Offering Agreement | $ 255,000 | ||||
Proceeds from issuance of common stock in connection with At the Market Offering Agreement | 1,239,000 | ||||
ATM Agreement | Maximum | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Proceeds from issuance of shares | $ 1,494,000 | ||||
Proceeds from issuance of common stock in connection with At the Market Offering Agreement | $ 1,500,000 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Revenue Recognition and Accounts Receivable (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Revenue | |||||
Right of return (in days) | 14 days | ||||
Revenue | $ 2,863,679 | $ 1,625,140 | $ 5,153,672 | $ 4,575,339 | |
Accounts receivable | |||||
Allowance for doubtful accounts | 700,862 | 700,862 | $ 520,897 | ||
Specimens | |||||
Revenue | |||||
Revenue | 2,835,449 | 1,522,108 | 5,127,432 | 4,234,485 | |
Shipping and other | |||||
Revenue | |||||
Revenue | $ 28,230 | $ 103,032 | $ 26,240 | $ 340,854 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Internally Developed Software, net (Details) | Jun. 30, 2024 |
Internal-use software | |
Internally Developed Software, Net | |
Estimated useful life (in years) | 5 years |
Licensing Agreements | |
Internally Developed Software, Net | |
Estimated useful life (in years) | 5 years |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Impairment Charges (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Impairment charges | $ 0 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Shares issuable upon conversion of preferred stock (Details) - shares | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Net Loss Per Share | ||
Shares issuable upon vesting of RSU's | 56,558 | 168,641 |
Shares issuable upon exercise of stock options | 351,670 | 345,987 |
Private Placement | ||
Net Loss Per Share | ||
Shares issuable upon exercise of warrants | 1,312,500 | |
Underwriter Warrants | ||
Net Loss Per Share | ||
Shares issuable upon exercise of warrants | 90,000 | 90,000 |
Lender Warrant | ||
Net Loss Per Share | ||
Shares issuable upon exercise of warrants | 12,500 | 12,500 |
AVAILABLE FOR SALE SECURITIES (
AVAILABLE FOR SALE SECURITIES (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Available for Sale Securities | |||
Amortized cost | $ 2,661,092 | ||
Gross unrealized gains | 36,138 | ||
Gross unrealized losses | (35,298) | ||
Fair value | $ 0 | 2,661,932 | |
Realized gains or losses | $ 680 | $ 0 | |
US Treasury Bills | |||
Available for Sale Securities | |||
Amortized cost | 2,661,092 | ||
Gross unrealized gains | 36,138 | ||
Gross unrealized losses | (35,298) | ||
Fair value | $ 2,661,932 |
PROPERTY AND EQUIPMENT, NET (De
PROPERTY AND EQUIPMENT, NET (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
PP&E, Net, by Type | |||||
Total property and equipment | $ 581,654 | $ 581,654 | $ 572,518 | ||
Accumulated depreciation | (476,832) | (476,832) | (444,731) | ||
Total property and equipment, net | 104,822 | 104,822 | 127,787 | ||
Depreciation of property and equipment | 16,051 | $ 37,137 | 32,101 | $ 75,726 | |
Website | |||||
PP&E, Net, by Type | |||||
Total property and equipment | 285,377 | 285,377 | 285,377 | ||
Computer equipment and purchased software | |||||
PP&E, Net, by Type | |||||
Total property and equipment | 105,173 | 105,173 | 96,037 | ||
Equipment | |||||
PP&E, Net, by Type | |||||
Total property and equipment | 35,449 | 35,449 | 35,449 | ||
Furniture and fixtures | |||||
PP&E, Net, by Type | |||||
Total property and equipment | 87,184 | 87,184 | 87,184 | ||
Leasehold improvements | |||||
PP&E, Net, by Type | |||||
Total property and equipment | $ 68,471 | $ 68,471 | $ 68,471 |
INTERNALLY DEVELOPED SOFTWARE_2
INTERNALLY DEVELOPED SOFTWARE, NET (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
INTERNALLY DEVELOPED SOFTWARE, NET | |||||
Internally developed software capitalized | $ 447,687 | $ 2,731,507 | |||
Amortization of internally developed software | $ 542,805 | $ 501,502 | 1,075,555 | $ 934,829 | |
Accumulated amortization | $ 8,040,310 | $ 8,040,310 | $ 6,964,755 |
OTHER INTANGIBLE ASSETS, NET (D
OTHER INTANGIBLE ASSETS, NET (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of other intangible assets | $ 95,777 | $ 0 | ||
Accumulated amortization | $ 8,040,310 | $ 8,040,310 | $ 6,964,755 | |
FFPE blocks from a third-party sequencer | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of other intangible assets | $ 47,888 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Assets, Fair Value Disclosure [Abstract] | ||
Available-for-sale securities | $ 0 | $ 2,661,932 |
Recurring | ||
Assets, Fair Value Disclosure [Abstract] | ||
Available-for-sale securities | 2,661,932 | |
Level 1 | Recurring | ||
Assets, Fair Value Disclosure [Abstract] | ||
Available-for-sale securities | $ 2,661,932 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details) | 6 Months Ended | ||||
Jul. 02, 2024 | Jun. 30, 2024 USD ($) lease | Jun. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) | Sep. 27, 2023 | |
Lessee, Lease, Description [Line Items] | |||||
Option to extend | true | ||||
Operating lease right-of-use assets | $ 26,538 | $ 193,857 | |||
Operating lease liability | (81,435) | $ (77,872) | |||
Sublease rental income | $ 0 | ||||
Number of related party lease agreements | lease | 0 | ||||
Lexington Lease | |||||
Lessee, Lease, Description [Line Items] | |||||
Number of Operating Lease | lease | 1 | ||||
Additional term | 12 months | ||||
Option to terminate | true | ||||
Operating lease liability | $ 85,679 | ||||
Woburn Lease | |||||
Lessee, Lease, Description [Line Items] | |||||
Lease Term | 5 years 2 months | ||||
Additional term | 5 years |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Company operating lease (Details) | 6 Months Ended |
Jun. 30, 2024 USD ($) | |
COMMITMENTS AND CONTINGENCIES | |
Operating lease expense | $ 91,632 |
Total Lease cost | $ 91,632 |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES - Lease positions in Balance Sheets (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Assets and Liabilities, Lessee [Abstract] | ||
Operating lease right-of-use assets | $ 26,538 | $ 193,857 |
Total lease assets | 26,538 | |
Operating lease liability - current portion | 29,130 | 167,114 |
Operating lease liability - net of current portion | $ 29,130 | |
Total lease liability | $ 29,130 |
COMMITMENTS AND CONTINGENCIES_4
COMMITMENTS AND CONTINGENCIES - Lease Terms and Discount Rate (Details) | Jun. 30, 2024 |
COMMITMENTS AND CONTINGENCIES | |
Weighted average remaining lease term (in years) - operating leases | 2 months 1 day |
Weighted average discount rate - operating leases | 5.96% |
COMMITMENTS AND CONTINGENCIES_5
COMMITMENTS AND CONTINGENCIES - Future lease payments (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Operating Leases | ||||
2024 | $ 29,348 | $ 29,348 | ||
Total future minimum lease payments | 29,348 | 29,348 | ||
Less effect of discounting | (218) | (218) | ||
Total lease liability | 29,130 | 29,130 | ||
Rent expense | $ 48,382 | $ 42,078 | $ 91,632 | $ 84,657 |
COMMITMENTS AND CONTINGENCIES_6
COMMITMENTS AND CONTINGENCIES - Cash Flows - Operating lease (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
COMMITMENTS AND CONTINGENCIES | ||
Non-cash lease expense (operating cash flow) | $ 81,640 | |
Change in lease liabilities (operating cash flow) | $ (81,435) | $ (77,872) |
COMMITMENTS AND CONTINGENCIES_7
COMMITMENTS AND CONTINGENCIES - Sales Tax (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Loss Contingencies [Line Items] | ||
Sales and Excise Tax Payable | $ 707,000 | |
Interest and penalties on sales tax liability | $ (215,000) | |
Amount of prior taxes recovered | $359,000 | |
Loss recognized | $ 564,000 | |
Sales Tax Payable | ||
Loss Contingencies [Line Items] | ||
Sales and Excise Tax Payable | $ 617,000 | |
Interest and penalties on sales tax liability | $ 208,000 | |
Amount of prior taxes recovered | $439,000 | |
Loss recognized | $ 0 |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) - $ / shares | Jun. 30, 2024 | Dec. 31, 2023 |
STOCKHOLDERS' EQUITY | ||
Number of shares authorized | 250,000,000 | |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 50,000,000 | |
Preferred stock, par value | $ 0.0001 |
STOCKHOLDERS' EQUITY - Common S
STOCKHOLDERS' EQUITY - Common Stock - (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Mar. 05, 2024 | Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Class of Stock [Line Items] | |||||||
Proceeds from issuance of shares | $ 1,355,927 | $ 138,487 | |||||
Payment of offering costs in connection with the issuance of common stock in connection with At the Market Offering Agreement | $ (255,288) | ||||||
Proceeds from issuance of common stock in connection with At the Market Offering Agreement | 1,494,414 | ||||||
Net proceeds from issuance of shares | $ 1,494,414 | ||||||
Issuance of common stock through exercise of stock options (in shares) | 0 | 70,889 | |||||
Issuance of common stock through exercise of stock options | $ 3,153 | $ 67,736 | $ 70,889 | ||||
ATM Agreement | |||||||
Class of Stock [Line Items] | |||||||
Issuance of shares (in shares) | 3,980,075 | ||||||
Payment of offering costs in connection with the issuance of common stock in connection with At the Market Offering Agreement | $ (255,000) | ||||||
Proceeds from issuance of common stock in connection with At the Market Offering Agreement | $ 1,239,000 | ||||||
Issuance of common stock in connection with public offering (in shares) | 3,980,075 | ||||||
Net proceeds from issuance of shares | $ 1,239,000 | ||||||
ATM Agreement | Maximum | |||||||
Class of Stock [Line Items] | |||||||
Proceeds from issuance of shares | $ 1,494,000 | ||||||
Proceeds from issuance of common stock in connection with At the Market Offering Agreement | $ 1,500,000 | ||||||
Net proceeds from issuance of shares | $ 1,500,000 |
STOCKHOLDERS' EQUITY - Underwri
STOCKHOLDERS' EQUITY - Underwriter Warrants (Details) - USD ($) $ / shares in Units, $ in Millions | 6 Months Ended | |
Jun. 30, 2024 | Aug. 01, 2021 | |
Underwriter Warrants | ||
Warrants | ||
Warrants to purchase shares of common stock | 90,000 | |
Exercise price of warrant | $ 10 | |
Warrants exercisable term | 4 years 6 months | |
Weighted Average Time To Expiration | 1 year 11 months 15 days | |
Commencing term from effective date of registration statement | 180 days | |
Warrants Not Settleable in Cash, Fair Value Disclosure | $ 0.4 | |
Warrants other than Underwriter Warrants | ||
Warrants | ||
Warrants to purchase shares of common stock | 12,500 | |
Exercise price of warrant | $ 8 | $ 8 |
Weighted Average Time To Expiration | 7 years 1 month 13 days |
STOCKHOLDERS' EQUITY - PIPE War
STOCKHOLDERS' EQUITY - PIPE Warrants (Details) - Private Placement - $ / shares | Jun. 30, 2024 | Feb. 13, 2024 | Dec. 01, 2021 |
Class of Warrant or Right [Line Items] | |||
Warrants exercisable term | 5 years 6 months | ||
Warrants to purchase shares of common stock | 1,312,500 | ||
Exercise price of warrant | $ 0.04 | $ 13 |
STOCKHOLDERS' EQUITY - Warrant
STOCKHOLDERS' EQUITY - Warrant activity (Details) - $ / shares | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Options Outstanding. | |||
Granted | 95,340 | 162,672 | |
Exercised | 0 | (70,889) | |
Balance at the end | 351,670 | 345,987 | |
Weighted Average Exercise Price | |||
Granted (in dollars per share) | $ 0.13 | $ 0.52 | |
Warrants | |||
Options Outstanding. | |||
Balance at the beginning | 1,415,000 | ||
Repurchased | (1,312,500) | ||
Balance at the end | 102,500 | 1,415,000 | |
Weighted Average Exercise Price | |||
Balance at the beginning (in dollars per share) | $ 12.77 | ||
Balance at the end (in dollars per share) | $ 9.76 | $ 12.77 | |
Weighted Average Remaining Contractual Term (in years) | |||
Weighted Average Remaining Contractual Term (in years) | 2 years 7 months 2 days | 3 years 5 months 19 days |
SHARE-BASED COMPENSATION - 2021
SHARE-BASED COMPENSATION - 2021 Stock Incentive Plan - shares (Details) - shares | 3 Months Ended | 6 Months Ended | ||||||
Jul. 29, 2015 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | May 24, 2023 | May 23, 2023 | Apr. 13, 2023 | |
2013 Stock Incentive Plan | ||||||||
STOCK-BASED COMPENSATION | ||||||||
Number of shares available for future grants | 0 | |||||||
Number of shares issued | 1,713,570 | 0 | 0 | |||||
Plan Term | 10 years | |||||||
2021 Stock Incentive Plan | ||||||||
STOCK-BASED COMPENSATION | ||||||||
Options authorized | 608,000 | 608,000 | 1,869,500 | 608,000 | ||||
Number of shares available for future grants | 1,334,377 | 1,334,377 | ||||||
Number of shares issued | 15,000 | 45,172 | 95,340 | 163,419 |
SHARE-BASED COMPENSATION - Esti
SHARE-BASED COMPENSATION - Estimate the fair value of stock options (Details) | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Assumptions used to estimate the fair value of stock options granted | ||
Risk-free interest rate, minimum | 3.93% | 3.75% |
Risk-free interest rate, maximum | 4.56% | 3.95% |
Expected volatility, minimum | 57.49% | 59.35% |
Expected volatility, maximum | 58.71% | 59.95% |
Minimum | ||
Assumptions used to estimate the fair value of stock options granted | ||
Expected term (in years) | 9 months 10 days | 7 months 9 days |
Maximum | ||
Assumptions used to estimate the fair value of stock options granted | ||
Expected term (in years) | 4 years | 4 years |
SHARE-BASED COMPENSATION - Stoc
SHARE-BASED COMPENSATION - Stock option activity (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Options Outstanding | |||
Granted | 95,340 | 162,672 | |
Exercised | 0 | (70,889) | |
Balance at the end | 351,670 | 345,987 | |
Weighted Average Exercise Price | |||
Granted (in dollars per share) | $ 0.13 | $ 0.52 | |
2013 and 2021 Stock Incentive Plan | |||
Options Outstanding | |||
Balance at the beginning | 296,268 | ||
Granted | 95,340 | ||
Cancelled/forfeited | (39,938) | ||
Balance at the end | 351,670 | 296,268 | |
Options exercisable at the end | 181,723 | ||
Weighted Average Exercise Price | |||
Balance at the beginning (in dollars per share) | $ 2.17 | ||
Granted (in dollars per share) | 0.38 | ||
Cancelled/forfeited (in dollars per share) | 1.14 | ||
Balance at the end (in dollars per share) | 1.81 | $ 2.17 | |
Options exercisable at the end (in dollars per share) | $ 2.47 | ||
Weighted Average Remaining Contractual Term (in years) | |||
Weighted Average Remaining Contractual Term (in years) | 8 years 4 months 6 days | 8 years 6 months 10 days | |
Options exercisable at the end (in years) | 7 years 8 months 19 days | ||
Aggregate Intrinsic Value | |||
Balance at the end (in dollars) | $ 1,564 | ||
Options exercisable at the end (in dollars) | $ 70.89 |
SHARE-BASED COMPENSATION - Comp
SHARE-BASED COMPENSATION - Compensation Expense (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Allocated share based compensation expense | $ 18,095 | $ 30,568 | ||
Technology | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Allocated share based compensation expense | 1,658 | 2,475 | ||
Sales and marketing | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Allocated share based compensation expense | 335 | 623 | ||
Supply development | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Allocated share based compensation expense | 220 | 446 | ||
Fulfillment | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Allocated share based compensation expense | 681 | |||
General and administrative | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Allocated share based compensation expense | 15,882 | 26,343 | ||
Employee Stock Option [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Allocated share based compensation expense | $ 37,535,000 | $ 63,632,000 | ||
Employee Stock Option [Member] | Technology | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Allocated share based compensation expense | 3,203,000 | 5,106,000 | ||
Employee Stock Option [Member] | Sales and marketing | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Allocated share based compensation expense | 831,000 | 1,498,000 | ||
Employee Stock Option [Member] | Supply development | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Allocated share based compensation expense | 431,000 | 820,000 | ||
Employee Stock Option [Member] | Fulfillment | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Allocated share based compensation expense | 869,000 | 1,325,000 | ||
Employee Stock Option [Member] | General and administrative | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Allocated share based compensation expense | 32,201,000 | 54,883,000 | ||
Restricted Stock Units | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Allocated share based compensation expense | 61,542 | 94,129 | 136,027,000 | 181,622,000 |
Restricted Stock Units | Technology | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Allocated share based compensation expense | 22,833 | 32,876 | 49,776,000 | 67,653,000 |
Restricted Stock Units | Sales and marketing | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Allocated share based compensation expense | 9,508 | 18,959 | 25,417,000 | 30,814,000 |
Restricted Stock Units | Supply development | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Allocated share based compensation expense | 52 | 2,824 | 277,000 | 2,824,000 |
Restricted Stock Units | Fulfillment | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Allocated share based compensation expense | 8,217 | 17,608 | 17,728,000 | 39,052,000 |
Restricted Stock Units | General and administrative | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Allocated share based compensation expense | $ 20,932 | $ 21,862 | $ 42,829,000 | $ 41,279,000 |
SHARE-BASED COMPENSATION - St_2
SHARE-BASED COMPENSATION - Stock Options Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
STOCK-BASED COMPENSATION | ||||
Total intrinsic value of stock options exercised | $ 48,494 | |||
Compensation expense | $ 18,095 | $ 30,568 | ||
Unamortized compensation expense | $ 72,233 | $ 185,260 | $ 72,233 | $ 185,260 |
Unamortized compensation expense recognized over the remaining requisite service period | 2 years 3 months 3 days | 2 years 5 months 1 day | ||
Proceeds from exercise of stock options | $ 70,889 |
SHARE-BASED COMPENSATION - Rest
SHARE-BASED COMPENSATION - Restricted Stock Units (Details) | 6 Months Ended |
Jun. 30, 2024 USD ($) $ / shares shares | |
Options outstanding | |
Unvested Balance at December 31, 2021 | shares | 116,357 |
Vested | $ | $ (32,324) |
Forfeited | shares | (27,475) |
Unvested Balance at December 31, 2022 | shares | 56,558 |
Weighted Average Grant Date Fair Value | |
Unvested Balance at December 31, 2021 | $ 5.67 |
Vested | 5.98 |
Forfeited | 5.27 |
Unvested Balance at December 31, 2022 | $ 5.67 |
SHARE-BASED COMPENSATION - Re_2
SHARE-BASED COMPENSATION - Restricted Stock Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation expense | $ 18,095 | $ 30,568 | ||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 2 years 3 months 3 days | 2 years 5 months 1 day | ||
General and administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation expense | 15,882 | 26,343 | ||
Restricted Stock Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation expense | 61,542 | 94,129 | $ 136,027,000 | $ 181,622,000 |
Share-based Payment Arrangement, Nonvested Award, Excluding Option, Cost Not yet Recognized, Amount | 311,044 | 890,912 | $ 311,044 | $ 890,912 |
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 1 year 4 months 6 days | 2 years 4 months 13 days | ||
Restricted Stock Units | General and administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation expense | $ 20,932 | $ 21,862 | $ 42,829,000 | $ 41,279,000 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Income Taxes | ||
Net operating loss carryforwards, carried forward indefinitely | $ 42,200,000 | $ 37,800,000 |
Tax Credit Carryforward, Amount | 2,116,000 | 2,058,300 |
Federal | ||
Income Taxes | ||
Net operating loss carryforwards | 55,200,000 | 50,800,000 |
Net operating loss carryforwards, subject to expiration | 13,000,000 | |
State | ||
Income Taxes | ||
Net operating loss carryforwards, subject to expiration | $ 32,700,000 | $ 31,100,000 |