RenovoRx (RNXT) 10-Q 12 May 23 2023 Q1 Quarterly report Financial data

Cover

Cover - shares	3 Months Ended
	Mar. 31, 2023	May 10, 2023
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2023
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--12-31
Entity File Number	001-40738
Entity Registrant Name	RENOVORX, INC.
Entity Central Index Key	0001574094
Entity Tax Identification Number	27-1448452
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	4546 El Camino Real
Entity Address, Address Line Two	Suite B1
Entity Address, City or Town	Los Altos
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94022
City Area Code	(650)
Local Phone Number	284-4433
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	RNXT
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		10,131,798

Condensed Balance Sheets (Unaud

Condensed Balance Sheets (Unaudited) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 3,723	$ 4,391
Short-term marketable securities		2,049
Prepaid expenses and other current assets	592	825
Deferred offering costs	246
Total assets	4,561	7,265
Current liabilities:
Accounts payable	828	534
Accrued expenses	477	568
Total liabilities	1,305	1,102
Commitments and contingencies
Stockholders’ equity:
Convertible preferred stock, $0.0001 par value; 15,000,000 shares authorized as of March 31, 2023, and December 31, 2022, respectively; none shares issued and outstanding at March 31, 2023, and December 31, 2022
Common stock, $0.0001 par value, 250,000,000 shares authorized at March 31, 2023, and December 31, 2022; 9,131,248 and 9,097,701 shares issued and outstanding as of March 31, 2023, and December 31, 2022, respectively	1	1
Additional paid-in capital	37,685	37,318
Accumulated other comprehensive income		17
Accumulated deficit	(34,430)	(31,173)
Total stockholders’ equity	3,256	6,163
Total liabilities and stockholders’ equity	$ 4,561	$ 7,265

Condensed Balance Sheets (Una_2

Condensed Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Mar. 31, 2023	Dec. 31, 2022
Common stock, par value, per share	$ 0.0001	$ 0.0001
Common Stock, shares authorized	250,000,000	250,000,000
Common stock, shares, issued	9,131,248	9,097,701
Common stock, shares, outstanding	9,131,248	9,097,701
Convertible Preferred Stock [Member]
Preferred stock, par value, per share	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	15,000,000	15,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0

Condensed Statements of Operati

Condensed Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Operating expenses:
Research and development	$ 1,338	$ 1,289
General and administrative	1,923	1,716
Total operating expenses	3,261	3,005
Loss from operations	(3,261)	(3,005)
Interest income, net	4	1
Other income, net		1
Total other income, net	4	2
Net loss	$ (3,257)	$ (3,003)
Net loss per share, basic and diluted	$ (0.36)	$ (0.33)
Weighted-average shares of common stock outstanding, basic and diluted	9,089,989	8,992,404

Condensed Statements of Convert

Condensed Statements of Convertible Preferred Stock and Stockholders' Equity (Unaudited) - USD ($) $ in Thousands	Preferred Stock [Member] Convertible Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	AOCI Attributable to Parent [Member]	Total
Balance at Dec. 31, 2021		$ 1	$ 36,632		$ (21,284)	$ 15,349
Balance, shares at Dec. 31, 2021		8,933,989
Issuance of common stock upon exercise of stock options			26			26
Issuance of common stock upon exercise of stock options, shares		91,816
Issuance of restricted stock awards			14			14
Issuance of restricted stock awards, shares		3,500
Stock-based compensation expense			154			154
Net loss					(3,003)	(3,003)
Balance at Mar. 31, 2022		$ 1	36,826		(24,287)	12,540
Balance, shares at Mar. 31, 2022		9,029,305
Balance at Dec. 31, 2022		$ 1	37,318	17	(31,173)	6,163
Balance, shares at Dec. 31, 2022		9,097,701
Issuance of common stock upon exercise of stock options			6			$ 6
Issuance of common stock upon exercise of stock options, shares		3,547				3,547
Issuance of restricted stock awards			117			$ 117
Issuance of restricted stock awards, shares		30,000
Stock-based compensation expense			244			244
Other comprehensive loss				(17)		(17)
Net loss					(3,257)	(3,257)
Balance at Mar. 31, 2023		$ 1	$ 37,685		$ (34,430)	$ 3,256
Balance, shares at Mar. 31, 2023		9,131,248

Condensed Statements of Cash Fl

Condensed Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Operating activities:
Net loss	$ (3,257)	$ (3,003)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation expense	361	168
Amortization on leasehold improvement		3
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	233	267
Deferred offering costs	(246)
Accounts payable	294	204
Accrued expenses	(91)	264
Net cash used in operating activities	(2,706)	(2,097)
Investing activities:
Proceeds from maturities of marketable securities	2,032
Net cash provided by investing activities	2,032
Financing activities:
Proceeds from exercise of stock options	6	26
Net cash provided by financing activities	6	26
Decrease in cash and cash equivalents	(668)	(2,071)
Cash and cash equivalents, beginning of period	4,391	15,192
Cash and cash equivalents, end of period	$ 3,723	$ 13,121

Business and Principal Activiti

Business and Principal Activities	3 Months Ended
	Mar. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Business and Principal Activities	1. Business and Principal Activities Description of Business RenovoRx, Inc. (the “Company”) was incorporated in the state of Delaware in December 2012 and operates from its headquarters in Los Altos, California. The Company is a clinical-stage biopharmaceutical company focused on developing therapies for the local treatment of solid tumors and conducting a Phase III pancreatic cancer clinical trial for its lead product candidate RenovoGem™. The Company’s therapy platform, RenovoRx Trans-Arterial Micro-Perfusion, or RenovoTAMP® utilizes approved chemotherapeutics with validated mechanisms of action and well-established safety and side effect profiles, with the goal of increasing their efficacy, improving their safety, and widening their therapeutic window. Initial Public Offering On August 25, 2021, the Company’s Registration Statement on Form S-1 (File No. 333-258071) relating to its initial public offering (“IPO”) was declared effective and its shares of common stock began trading on the Nasdaq Capital Market on August 26, 2021. In connection with the IPO, the Company issued and sold an aggregate of 1,850,000 9.00 10.80 five years 277,500 198,875 10.80 The Company received aggregate gross proceeds of $ 16.7 1.3 0.8 14.6 3,535,469 5.3 converted at a 20% and 12.5% discount to the IPO price, respectively, into an aggregate of 708,820 Reverse Stock Split On August 5, 2021, the Company effected a 1-for-5 reverse stock split Liquidity and Capital Resources Since inception, and through March 31, 2023, the Company has raised an aggregate of $ 35.0 3.7 The Company has incurred significant losses and negative cash flows from operations since its inception. For the three months ended March 31, 2023, the Company reported a net loss of $ 3.3 34.4 The Company has filed an omnibus shelf registration statement on Form S-3 that provides for the aggregate offerings of up to $ 50.0 10.80 On March 30, 2023, the Company entered into a definitive securities purchase agreement under the shelf registration statement for the purchase and sale of common stock, including the issuance of pre-funded common stock warrants, for aggregate gross proceeds of approximately $ 5 The accompanying financial statements have been prepared assuming that the Company will continue as a going concern and has reviewed the relevant conditions and events surrounding its ability to continue as a going concern including among others: historical losses, projected future results, negative cash flows from operations, including the effects of the ongoing novel coronavirus (“COVID-19”) pandemic, cash requirements for the upcoming year, funding capacity, net working capital, total stockholders’ equity and future access to capital. Based upon this review and the Company’s current financial condition and operating plans as of March 31, 2023, the Company has concluded that substantial doubt exists as to the Company’s ability to operate as a going concern.

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2023
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	2. Summary of Significant Accounting Policies Basis of Presentation and Unaudited Condensed Interim Financial Information The accompanying unaudited condensed interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission or (“SEC”) for interim reporting. As permitted under those rules and regulations, certain footnotes or other financial information normally included in unaudited condensed interim financial statements prepared in accordance with GAAP have been condensed or omitted. The unaudited condensed interim financial statements have been prepared on the same basis as the annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal, recurring adjustments that are necessary to present fairly the Company’s results for the interim periods presented. The condensed balance sheet as of December 31, 2022, is derived from the Company’s audited financial statements. The results of operations for the three months ended March 31, 2023, are not necessarily indicative of the results to be expected for the year ending December 31, 2023, or for any other future annual or interim period. Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and as amended by Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). The accompanying unaudited condensed interim financial statements should be read in conjunction with the audited financial statements and the related notes thereto for the year ended December 31, 2022, which are included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 31, 2023. Summary of Significant Accounting Policies There have been no material changes to the significant accounting policies during the three months ended March 31, 2023 from those previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. Emerging Growth Company and Smaller Reporting Company Status The Company is an emerging growth company (“EGC”) as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and may take advantage of reduced reporting requirements that are otherwise applicable to public companies. Section 107 of the JOBS Act exempts emerging growth companies from complying with new or revised financial accounting standards until private companies are required to comply with those standards. The Company has elected to use the extended transition period for complying with new or revised accounting standards. The Company is also a “smaller reporting company,” as defined in Rule 12b-2 of the Exchange Act. If the Company is a smaller reporting company at the time the Company cease to be an emerging growth company, the Company may continue to rely on exemptions from certain disclosure requirements that are available to smaller reporting companies. Specifically, as a smaller reporting company the Company may choose to present only the two most recent fiscal years of audited financial statements in its Annual Report on Form 10-K and, like emerging growth companies, smaller reporting companies have reduced disclosure obligations regarding executive compensation. From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the impact of recently issued standards that are not yet effective will not have a material impact on the Company’s financial position or results of operations upon adoption. Recent Accounting Pronouncement Recently Adopted Accounting Pronouncement In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326). Financial Instruments —Credit Losses (Topic 326) Derivatives and Hedging (Topic 815), and Leases (Topic 842) Recently Accounting Pronouncement Not Yet Adopted In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) (ASU 2020-06): Accounting for Convertible Instruments and Contracts in an Entity

Fair Value Measurements

Fair Value Measurements	3 Months Ended
	Mar. 31, 2023
Fair Value Disclosures [Abstract]
Fair Value Measurements	3. Fair Value Measurements As of March 31, 2023, and December 31, 2022, the Company held $ 3.6 4.3 The following tables summarize the Company’s financial assets and liabilities, measured at fair value on a recurring basis by level within the fair value hierarchy, as of March 31, 2023, and December 31, 2022 (in thousands): Schedule of Assets Measured at Fair Value on Recurring Basis Fair Value Measurements at March 31, 2023 using: Assets Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 3,558 $ - $ - $ 3,558 $ 3,558 $ - $ - $ 3,558 Fair Value Measurements at December 31, 2022 using: Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 4,300 $ - $ - $ 4,300 Available-for-sale securities: U.S. Treasury bills 2,049 - - 2,049 $ 6,349 $ - $ - $ 6,349 There were no transfers between Level 1, Level 2 or Level 3 during the periods presented. The Company had no other financial assets or liabilities that were required to be measured at fair value on a recurring basis.

Short-Term Marketable Securitie

Short-Term Marketable Securities	3 Months Ended
	Mar. 31, 2023
Investments, Debt and Equity Securities [Abstract]
Short-Term Marketable Securities	4. Short-Term Marketable Securities There were no short-term marketable securities as of March 31, 2023. The tables summarize the Company’s short-term marketable securities as of December 31, 2022 (in thousands): Schedule of Short-Term Marketable Securities Amortized Cost Basis Gross Unrealized Gains Gross Unrealized Losses Fair Value U.S. Treasury bills $ 2,032 $ 17 $ - $ 2,049 $ 2,032 $ 17 $ - $ 2,049

Accrued Expenses

Accrued Expenses	3 Months Ended
	Mar. 31, 2023
Payables and Accruals [Abstract]
Accrued Expenses	5. Accrued Expenses The components of accrued expenses as of March 31, 2023, and December 31, 2022 are as follows (in thousands): Schedule of Accrued Expenses March 31, 2023 December 31, 2022 Clinical trial $ 238 $ 88 Employee benefits 204 475 Other 35 5 Total accrued expenses $ 477 $ 568

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	6. Commitments and Contingencies Legal Proceedings From time to time, the Company may become involved in legal proceedings arising in the ordinary course of business. The Company was not subject to any material legal proceedings during the three months ended March 31, 2023, and no material legal proceedings are subsequently outstanding or pending. Guarantees and Indemnification In the ordinary course of business, the Company enters into agreements that may include indemnification provisions. As permitted under Delaware law and in accordance with its bylaws, the Company indemnifies its officers and directors for certain events or occurrences while the officer or director is or was serving in such capacity. The Company is also party to indemnification agreements with its officers and directors. In some cases, the indemnification will continue after the termination of the agreement. The maximum potential amount of future payments that the Company could be required to make under these provisions is not determinable. The Company has never incurred material costs to defend lawsuits or settle claims related to these indemnification provisions. The Company is not currently aware of any indemnification claims. Accordingly, the Company has not recorded any liabilities for these indemnification rights and agreements as of March 31, 2023. Operating Leases The Company leases its headquarters in Los Altos, California under a month-to-month operating lease agreement 18,000

Equity Incentive Plan - Stock-B

Equity Incentive Plan - Stock-Based Compensation Expense and Common Stock Warrants	3 Months Ended
	Mar. 31, 2023
Share-Based Payment Arrangement [Abstract]
Equity Incentive Plan - Stock-Based Compensation Expense and Common Stock Warrants	7. Equity Incentive Plan - Stock-Based Compensation Expense and Common Stock Warrants 2021 Omnibus Equity Incentive Plan On July 19, 2021, the Company’s Board of Directors adopted the RenovoRx, Inc. 2021 Omnibus Equity Incentive Plan (the “2021 Plan”). The 2021 Plan, which became effective immediately prior to the closing of the IPO, initially reserved 2,185,832 10,832 272,931 A summary of the stock option activity for the three months ended March 31, 2023 is as follows: Summary of Stock Option Award Activity Number of Weighted- Weighted- Aggregate Outstanding as of December 31, 2022 1,399,252 $ 2.40 7.79 $ 928 Granted 304,325 $ 3.40 - $ - Exercised (3,547 ) $ 1.52 - $ - Forfeited (25,000 ) $ 1.82 - $ - Expired - $ - - $ - Outstanding as of March 31, 2023 1,675,030 $ 2.59 7.95 $ 2,131 Exercisable as of March 31, 2023 743,247 $ 1.92 6.04 $ 1,478 Vested and expected to vest as of March 31, 2023 1,675,030 $ 2.59 7.95 $ 2,131 As of March 31, 2023, there was $ 0.7 3.25 For the three months ended March 31, 2023, and 2022, the Company utilized the Black-Scholes option-pricing model for estimating the fair value of the stock option granted. The Company estimated the fair value of each option grant on the grant date using the Black-Scholes option pricing model with the following weighted-average assumptions: Schedule of Estimate Fair Value of Stock Options Three Months Ended March 31, 2023 2022 Expected Volatility 99.49 103.76 % 41.66 42.13 % Expected term (years) 6.02 10.0 6.44 Risk-free interest rate 3.51 4.28 % 0.62 1.00 % Dividend rate – % – % During the three months ended March 31, 2023, and 2022, the Company recognized $ 244,000 168,000 The following table summarizes the components of stock-based compensation expense recognized in the Company’s Condensed Statements of Operations and Comprehensive Loss during the three months ended March 31, 2023, and 2022 (in thousands): Schedule of Stock Based Compensation Expense 2023 2022 Three Months Ended March 31, 2023 2022 Research and development $ 42 $ 45 General and administrative 202 123 Total stock-based compensation expense $ 244 $ 168 Restricted Stock During the three months ended March 31, 2023, the Board approved the issuance of 30,000 117,000 Common Stock Warrants In August 2021, in connection with the IPO, the Company issued warrants to purchase 3,035,195 198,875 August 25, 2026 2,588,120 August 31, 2026 The following is a summary of the common stock warrant activity during the three months ended March 31, 2023. Schedule of Warrant Activity Shares Weighted- Weighted- Aggregate Outstanding as of December 31, 2022 2,786,995 $ 10.80 3.67 $ 30,100 Issued - $ - - $ - Exercised - $ - - $ - Expired - $ - - $ - Outstanding as of March 31, 2023 2,786,995 $ 10.80 3.42 $ 30,100

Income Taxes

Income Taxes	3 Months Ended
	Mar. 31, 2023
Income Tax Disclosure [Abstract]
Income Taxes	8. Income Taxes The Company had no income tax expense for the three months ended March 31, 2023, and 2022. During the three months ended March 31, 2023, and 2022, the Company had a net operating loss (“NOL”) for each period that generated deferred tax assets for NOL carryforwards. Deferred income tax assets and liabilities are recognized for temporary differences between the financial statements and income tax carrying values using tax rates in effect for the years such differences are expected to reverse. Due to uncertainties surrounding our ability to generate future taxable income and consequently realize such deferred income tax assets, the Company has determined that it is more likely than not that these deferred tax assets will not be realized. Accordingly, the Company has established a full valuation allowance against its deferred tax assets as of March 31, 2023. The Company’s policy is to recognize any interest and penalties related to unrecognized tax benefits as a component of income tax expense. For the three months ended March 31, 2023, and 2022, the Company had no

Net Loss Per Share

Net Loss Per Share	3 Months Ended
	Mar. 31, 2023
Earnings Per Share [Abstract]
Net Loss Per Share	9. Net Loss Per Share Basic and diluted net loss per common share was calculated as follows (in thousands except per share amounts): Schedule of Computation of Basic and Diluted Net Loss Per Share 2023 2022 Three Months Ended March 31, 2023 2022 Numerator: Net loss $ (3,257 ) $ (3,003 ) Denominator: Weighted average shares used in computing net loss per share – basic and diluted 9,089,989 8,992,404 Net loss per share – basic and diluted $ (0.36 ) $ (0.33 ) For the three months ended March 31, 2023, and 2022, the Company had a net loss and as such, all outstanding shares of potentially dilutive securities were excluded from the calculation of diluted net loss per share as the inclusion would be anti-dilutive. Potentially dilutive securities not included in the computation of diluted net loss per share because to do so would be antidilutive are as follows (in common stock equivalent shares): Schedule of Potentially Anti Dilutive Securities 2023 2022 March 31, 2023 2022 Options to purchase common stock 1,416,884 589,885 Total 1,416,884 589,885

Related Party Transactions

Related Party Transactions	3 Months Ended
	Mar. 31, 2023
Related Party Transactions [Abstract]
Related Party Transactions	10. Related Party Transactions In January 2018, the Company entered into a consulting agreement with one of the Company’s co-founders, Dr. Ramtin Agah, pursuant to which Dr. Agah provides consulting services as the Company’s Chief Medical Officer by overseeing Company-sponsored clinical trials. The agreement, which was amended on September 1, 2019, and November 11, 2021, respectively, continues in force for as long as Dr. Agah is providing consulting services and may be terminated by either party on 30 days’ notice. Dr. Agah was awarded (i) options to purchase 60,000 40,000 20,000 52,203 21,398 4,000 10,000 21,667.67 25,000 75,900 72,000 91,000

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2023
Subsequent Events [Abstract]
Subsequent Events	11. Subsequent Events On March 30, 2023, the Company entered into a securities purchase agreement (“Securities Purchase Agreement”) with a certain institutional investor (“Purchaser”). Pursuant to the Securities Purchase Agreement, the Company agreed to sell in a registered direct offering 1,000,000 0.0001 557,632 4.99% 0.0001 3.21 3.2099

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2023
Accounting Policies [Abstract]
Basis of Presentation and Unaudited Condensed Interim Financial Information	Basis of Presentation and Unaudited Condensed Interim Financial Information The accompanying unaudited condensed interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission or (“SEC”) for interim reporting. As permitted under those rules and regulations, certain footnotes or other financial information normally included in unaudited condensed interim financial statements prepared in accordance with GAAP have been condensed or omitted. The unaudited condensed interim financial statements have been prepared on the same basis as the annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal, recurring adjustments that are necessary to present fairly the Company’s results for the interim periods presented. The condensed balance sheet as of December 31, 2022, is derived from the Company’s audited financial statements. The results of operations for the three months ended March 31, 2023, are not necessarily indicative of the results to be expected for the year ending December 31, 2023, or for any other future annual or interim period. Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and as amended by Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). The accompanying unaudited condensed interim financial statements should be read in conjunction with the audited financial statements and the related notes thereto for the year ended December 31, 2022, which are included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 31, 2023. Summary of Significant Accounting Policies There have been no material changes to the significant accounting policies during the three months ended March 31, 2023 from those previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.
Emerging Growth Company and Smaller Reporting Company Status	Emerging Growth Company and Smaller Reporting Company Status The Company is an emerging growth company (“EGC”) as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and may take advantage of reduced reporting requirements that are otherwise applicable to public companies. Section 107 of the JOBS Act exempts emerging growth companies from complying with new or revised financial accounting standards until private companies are required to comply with those standards. The Company has elected to use the extended transition period for complying with new or revised accounting standards. The Company is also a “smaller reporting company,” as defined in Rule 12b-2 of the Exchange Act. If the Company is a smaller reporting company at the time the Company cease to be an emerging growth company, the Company may continue to rely on exemptions from certain disclosure requirements that are available to smaller reporting companies. Specifically, as a smaller reporting company the Company may choose to present only the two most recent fiscal years of audited financial statements in its Annual Report on Form 10-K and, like emerging growth companies, smaller reporting companies have reduced disclosure obligations regarding executive compensation. From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the impact of recently issued standards that are not yet effective will not have a material impact on the Company’s financial position or results of operations upon adoption.
Recent Accounting Pronouncement	Recent Accounting Pronouncement Recently Adopted Accounting Pronouncement In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326). Financial Instruments —Credit Losses (Topic 326) Derivatives and Hedging (Topic 815), and Leases (Topic 842) Recently Accounting Pronouncement Not Yet Adopted In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) (ASU 2020-06): Accounting for Convertible Instruments and Contracts in an Entity

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	3 Months Ended
	Mar. 31, 2023
Fair Value Disclosures [Abstract]
Schedule of Assets Measured at Fair Value on Recurring Basis	The following tables summarize the Company’s financial assets and liabilities, measured at fair value on a recurring basis by level within the fair value hierarchy, as of March 31, 2023, and December 31, 2022 (in thousands): Schedule of Assets Measured at Fair Value on Recurring Basis Fair Value Measurements at March 31, 2023 using: Assets Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 3,558 $ - $ - $ 3,558 $ 3,558 $ - $ - $ 3,558 Fair Value Measurements at December 31, 2022 using: Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 4,300 $ - $ - $ 4,300 Available-for-sale securities: U.S. Treasury bills 2,049 - - 2,049 $ 6,349 $ - $ - $ 6,349

Short-Term Marketable Securit_2

Short-Term Marketable Securities (Tables)	3 Months Ended
	Mar. 31, 2023
Investments, Debt and Equity Securities [Abstract]
Schedule of Short-Term Marketable Securities	There were no short-term marketable securities as of March 31, 2023. The tables summarize the Company’s short-term marketable securities as of December 31, 2022 (in thousands): Schedule of Short-Term Marketable Securities Amortized Cost Basis Gross Unrealized Gains Gross Unrealized Losses Fair Value U.S. Treasury bills $ 2,032 $ 17 $ - $ 2,049 $ 2,032 $ 17 $ - $ 2,049

Accrued Expenses (Tables)

Accrued Expenses (Tables)	3 Months Ended
	Mar. 31, 2023
Payables and Accruals [Abstract]
Schedule of Accrued Expenses	The components of accrued expenses as of March 31, 2023, and December 31, 2022 are as follows (in thousands): Schedule of Accrued Expenses March 31, 2023 December 31, 2022 Clinical trial $ 238 $ 88 Employee benefits 204 475 Other 35 5 Total accrued expenses $ 477 $ 568

Equity Incentive Plan - Stock_2

Equity Incentive Plan - Stock-Based Compensation Expense and Common Stock Warrants (Tables)	3 Months Ended
	Mar. 31, 2023
Share-Based Payment Arrangement [Abstract]
Summary of Stock Option Award Activity	A summary of the stock option activity for the three months ended March 31, 2023 is as follows: Summary of Stock Option Award Activity Number of Weighted- Weighted- Aggregate Outstanding as of December 31, 2022 1,399,252 $ 2.40 7.79 $ 928 Granted 304,325 $ 3.40 - $ - Exercised (3,547 ) $ 1.52 - $ - Forfeited (25,000 ) $ 1.82 - $ - Expired - $ - - $ - Outstanding as of March 31, 2023 1,675,030 $ 2.59 7.95 $ 2,131 Exercisable as of March 31, 2023 743,247 $ 1.92 6.04 $ 1,478 Vested and expected to vest as of March 31, 2023 1,675,030 $ 2.59 7.95 $ 2,131
Schedule of Estimate Fair Value of Stock Options	For the three months ended March 31, 2023, and 2022, the Company utilized the Black-Scholes option-pricing model for estimating the fair value of the stock option granted. The Company estimated the fair value of each option grant on the grant date using the Black-Scholes option pricing model with the following weighted-average assumptions: Schedule of Estimate Fair Value of Stock Options Three Months Ended March 31, 2023 2022 Expected Volatility 99.49 103.76 % 41.66 42.13 % Expected term (years) 6.02 10.0 6.44 Risk-free interest rate 3.51 4.28 % 0.62 1.00 % Dividend rate – % – %
Schedule of Stock Based Compensation Expense	The following table summarizes the components of stock-based compensation expense recognized in the Company’s Condensed Statements of Operations and Comprehensive Loss during the three months ended March 31, 2023, and 2022 (in thousands): Schedule of Stock Based Compensation Expense 2023 2022 Three Months Ended March 31, 2023 2022 Research and development $ 42 $ 45 General and administrative 202 123 Total stock-based compensation expense $ 244 $ 168
Schedule of Warrant Activity	The following is a summary of the common stock warrant activity during the three months ended March 31, 2023. Schedule of Warrant Activity Shares Weighted- Weighted- Aggregate Outstanding as of December 31, 2022 2,786,995 $ 10.80 3.67 $ 30,100 Issued - $ - - $ - Exercised - $ - - $ - Expired - $ - - $ - Outstanding as of March 31, 2023 2,786,995 $ 10.80 3.42 $ 30,100

Net Loss Per Share (Tables)

Net Loss Per Share (Tables)	3 Months Ended
	Mar. 31, 2023
Earnings Per Share [Abstract]
Schedule of Computation of Basic and Diluted Net Loss Per Share	Basic and diluted net loss per common share was calculated as follows (in thousands except per share amounts): Schedule of Computation of Basic and Diluted Net Loss Per Share 2023 2022 Three Months Ended March 31, 2023 2022 Numerator: Net loss $ (3,257 ) $ (3,003 ) Denominator: Weighted average shares used in computing net loss per share – basic and diluted 9,089,989 8,992,404 Net loss per share – basic and diluted $ (0.36 ) $ (0.33 )
Schedule of Potentially Anti Dilutive Securities	Potentially dilutive securities not included in the computation of diluted net loss per share because to do so would be antidilutive are as follows (in common stock equivalent shares): Schedule of Potentially Anti Dilutive Securities 2023 2022 March 31, 2023 2022 Options to purchase common stock 1,416,884 589,885 Total 1,416,884 589,885

Business and Principal Activi_2

Business and Principal Activities (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands					3 Months Ended			16 Months Ended
	Mar. 30, 2023	Aug. 30, 2021	Aug. 25, 2021	Aug. 05, 2021	Mar. 31, 2023	Mar. 30, 2023	Mar. 31, 2022	Mar. 31, 2023	Dec. 31, 2022	Aug. 31, 2021
Subsidiary, Sale of Stock [Line Items]
Sale of stock, number of shares issued in transaction	1,000,000
Class of warrant or right, exercise price of warrants or rights					$ 10.80			$ 10.80	$ 10.80
Over allotment option to purchase					3,547
Stockholders equity, reverse stock split				1-for-5 reverse stock split
Proceeds from sale of equity					$ 3,723			$ 3,723	$ 4,391
Net loss					3,257		$ 3,003
Accumulated deficit					34,430			34,430	$ 31,173
Maximum possible proceeds from offerings					$ 50,000
Gross proceeds						$ 5,000
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of stock, number of shares issued in transaction			1,850,000
Sale of stock, price per share			$ 9
Class of warrant or right, number of securities called by each warrant or right										3,035,195
Aggregate gross proceeds			$ 16,700
Underwriting discounts and commissions			1,300
Other expenses			800
Net proceeds from intial public offering			$ 14,600
Conversion of stock, shares issued			3,535,469
Debt conversion, converted instrument, amount			$ 5,300
Debt instrument, description			converted at a 20% and 12.5% discount to the IPO price, respectively, into an aggregate of 708,820 units. Each unit consisted of (a) one share of common stock and (b) one five-year warrant to purchase one share of common stock at an exercise price equal to $10.80 per share.
Debt conversion, converted instrument, shares			708,820
Proceeds from sale of equity								$ 35,000
IPO [Member] | Underwriter [Member] | Over Allotment Options [Member]
Subsidiary, Sale of Stock [Line Items]
Over allotment option to purchase		277,500
IPO [Member] | Underwriter [Member] | Warrant [Member]
Subsidiary, Sale of Stock [Line Items]
Class of warrant or right, exercise price of warrants or rights			$ 10.80
Class of warrant or right, number of securities called by each warrant or right			198,875
IPO [Member] | Warrant [Member]
Subsidiary, Sale of Stock [Line Items]
Class of warrant or right, exercise price of warrants or rights			$ 10.80
Warrants and rights outstanding, term			5 years

Schedule of Assets Measured at

Schedule of Assets Measured at Fair Value on Recurring Basis (Details) - Fair Value, Recurring [Member] - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of assets	$ 3,558	$ 6,349
Money Market Funds [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of assets	3,558	4,300
US Treasury Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of assets		2,049
Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of assets	3,558	6,349
Fair Value, Inputs, Level 1 [Member] | Money Market Funds [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of assets	3,558	4,300
Fair Value, Inputs, Level 1 [Member] | US Treasury Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of assets		2,049
Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of assets
Fair Value, Inputs, Level 2 [Member] | Money Market Funds [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of assets
Fair Value, Inputs, Level 2 [Member] | US Treasury Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of assets
Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of assets
Fair Value, Inputs, Level 3 [Member] | Money Market Funds [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of assets
Fair Value, Inputs, Level 3 [Member] | US Treasury Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of assets

Fair Value Measurements (Detail

Fair Value Measurements (Details Narrative) - USD ($) $ in Millions	Mar. 31, 2023	Dec. 31, 2022
Fair Value Disclosures [Abstract]
Money market funds, at carrying value	$ 3.6	$ 4.3

Schedule of Short-Term Marketab

Schedule of Short-Term Marketable Securities (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2023 USD ($)
Marketable Securities [Line Items]
Short-term marketable securities, amortized cost basis	$ 2,032
Short-term marketable securities, unrealized gains	17
Short-term marketable securities, unrealized losses
Short-term marketable securities, fair value	2,049
US Treasury Securities [Member]
Marketable Securities [Line Items]
Short-term marketable securities, amortized cost basis	2,032
Short-term marketable securities, unrealized gains	17
Short-term marketable securities, unrealized losses
Short-term marketable securities, fair value	$ 2,049

Schedule of Accrued Expenses (D

Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Payables and Accruals [Abstract]
Clinical trial	$ 238	$ 88
Employee benefits	204	475
Other	35	5
Total accrued expenses	$ 477	$ 568

Commitments and Contingencies (

Commitments and Contingencies (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Lessee, operating lease, description	The Company leases its headquarters in Los Altos, California under a month-to-month operating lease agreement
Operating lease, rent expense	$ 18,000	$ 18,000

Summary of Stock Option Award A

Summary of Stock Option Award Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Share-Based Payment Arrangement [Abstract]
Number of stock options outstanding, beginning balance	1,399,252
Weighted average exercise price outstanding, beginning balance	$ 2.40
Weighted average remaining contractual life	7 years 11 months 12 days	7 years 9 months 14 days
Aggregate intrinsic value outstanding, beginning balance	$ 928
Number of stock options, granted	304,325
Weighted average exercise price, granted	$ 3.40
Number of stock options, exercised	(3,547)
Weighted average exercise price, exercised	$ 1.52
Number of stock options, forfeited	(25,000)
Weighted average exercise price, forfeited	$ 1.82
Number of stock options, expired
Weighted average exercise price, forfeited
Number of stock options outstanding, ending balance	1,675,030	1,399,252
Weighted average exercise price outstanding, ending balance	$ 2.59	$ 2.40
Aggregate intrinsic value outstanding, ending balance	$ 2,131	$ 928
Number of stock options, exercisable	743,247
Weighted average exercise price, exercisable	$ 1.92
Weighted average remaining contractual life, exercisable	6 years 14 days
Aggregate intrinsic value, exercisable	$ 1,478
Number of stock options, vested and expected to vest	1,675,030
Weighted average exercise price, vested and expected to vest	$ 2.59
Weighted average remaining contractual life, vested and expected to vest	7 years 11 months 12 days
Aggregate intrinsic value, vested and expected to vest	$ 2,131

Schedule of Estimate Fair Value

Schedule of Estimate Fair Value of Stock Options (Details)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected volatility rate, minimum	99.49%	41.66%
Expected volatility rate, maximum	103.76%	42.13%
Expected term (years)		6 years 5 months 8 days
Risk-free interest rate, minimum	3.51%	0.62%
Risk-free interest rate, maximum	4.28%	1%
Dividend rate	0%	0%
Minimum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected term (years)	6 years 7 days
Maximum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected term (years)	10 years

Schedule of Stock Based Compens

Schedule of Stock Based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	$ 244	$ 168
Research and Development Expense [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	42	45
General and Administrative Expense [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	$ 202	$ 123

Schedule of Warrant Activity (D

Schedule of Warrant Activity (Details) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2023 USD ($) $ / shares shares
Share-Based Payment Arrangement [Abstract]
Warrants outstanding, beginning balance	2,786,995
Weighted average exercise price, beginning balance | $ / shares	$ 10.80
Weighted average remaining contractual life, beginning	3 years 8 months 1 day
Warrants aggregate intrinsic value, beginning balance | $	$ 30,100
Warrants outstanding, issued
Warrants outstanding, exercised
Warrants outstanding, expired
Warrants outstanding, ending balance	2,786,995
Weighted average exercise price, ending balance | $ / shares	$ 10.80
Weighted average remaining contractual life, ending	3 years 5 months 1 day
Warrants aggregate intrinsic value, ending balance | $	$ 30,100

Equity Incentive Plan - Stock_3

Equity Incentive Plan - Stock-Based Compensation Expense and Common Stock Warrants (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Jan. 01, 2023	Aug. 31, 2021	Jul. 19, 2021
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Unrecognized stock based compensation expense	$ 700,000
Weighted average period	3 years 3 months
Share based compensation expense	$ 244,000	$ 168,000
Share based compensation	$ 361,000	$ 168,000
IPO [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Class of warrant or right, number of securities called by each warrant or right				3,035,195
Restricted Stock [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Issuance of shares .	30,000
Share based compensation	$ 117,000
Warrant One [Member] | IPO [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Class of warrant or right, number of securities called by each warrant or right				198,875
Warrants and rights outstanding, maturity date				Aug. 25, 2026
Warrant Two [Member] | IPO [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Class of warrant or right, number of securities called by each warrant or right				2,588,120
Warrants and rights outstanding, maturity date				Aug. 31, 2026
2021 Omnibus Equity Incentive Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares reserved			272,931		2,185,832
Common shares reserved but unissued					10,832

Income Taxes (Details Narrative

Income Taxes (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Income Tax Disclosure [Abstract]
Accrued interest or penalties related to uncertain tax positions	$ 0	$ 0

Schedule of Computation of Basi

Schedule of Computation of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Earnings Per Share [Abstract]
Net loss	$ (3,257)	$ (3,003)
Weighted average shares used in computing net loss per share – basic and diluted	9,089,989	8,992,404
Net loss per share – basic and diluted	$ (0.36)	$ (0.33)

Schedule of Potentially Anti Di

Schedule of Potentially Anti Dilutive Securities (Details) - shares	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	1,416,884	589,885
Share-Based Payment Arrangement, Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	1,416,884	589,885

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($)

1 Months Ended

3 Months Ended

Feb. 28, 2023

Mar. 31, 2023

Mar. 31, 2022

Jan. 01, 2023

Dec. 31, 2022

Nov. 30, 2021

Sep. 30, 2021

Jun. 30, 2021

Sep. 30, 2019

Dec. 31, 2018

Jul. 31, 2018

May 31, 2017

Related Party Transaction [Line Items]

Share based compensation arrangement by share based payment award, options, outstanding, number

1,675,030

1,399,252

Dr.Agah [Member]

Related Party Transaction [Line Items]

Cash compensation per month

$ 25,000

$ 21,667.67

Dr.Agah [Member] | Consulting Agreement [Member]

Related Party Transaction [Line Items]

Share based compensation arrangement by share based payment award, options, outstanding, number

21,398

52,203

20,000

40,000

60,000

Cash compensation per month

$ 10,000

$ 4,000

Consulting fees

$ 75,900

$ 72,000

Discretionary bonus

$ 91,000

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - $ / shares	Mar. 30, 2023	Mar. 31, 2023	Dec. 31, 2022
Sale of stock, number of shares agreed to sell	1,000,000
Common stock, par value	$ 0.0001	$ 0.0001	$ 0.0001
Number of warrants issued to purchase common shares	557,632
Warrant exercise price	$ 0.0001
Share offering price	3.21
Warrant Exercised		$ 10.80	$ 10.80
Pre-Funded Warrants [Member]
Warrant Exercised	$ 3.2099
Institutional Investor [Member]
Ownership percentage	4.99%