Notable Labs (NTBLQ) 8-K/A 29 Nov 23 Financial Statements and Exhibits Financial data

Cover

Cover	12 Months Ended
	Dec. 31, 2022
Cover [Abstract]
Document Type	8-K/A
Amendment Flag	true
Amendment Description	On October 16, 2023, Notable Labs, Ltd., formerly known as “Vascular Biogenics Ltd.” (the “Company”), filed a Current Report on Form 8-K with the Securities and Exchange Commission (the “Original Form 8-K”) reporting, among other items, that on October 16, 2023 the Company completed its business combination with Notable Labs, Inc. (“Notable”) and Vibrant Merger Sub, Inc., a wholly-owned subsidiary of the Company (“Merger Sub”) in accordance with the terms of the Agreement and Plan of Merger, dated as of February 22, 2023 (the “Merger Agreement”), by and among the Company, Notable and Merger Sub. Pursuant to the Merger Agreement, Merger Sub merged with and into Notable, with Notable surviving as a wholly owned subsidiary of the Company (the “Merger”). This Amendment No. 1 on Form 8-K/A (“Amendment No. 1”) amends the Original Form 8-K to provide (i) the audited financial statements of Notable as of and for the years ended December 31, 2022 and 2021, (ii) the unaudited financial statements of Notable as of September 30, 2023 and for the three and nine months ended September 30, 2023 and 2022, and (iii) the unaudited pro forma condensed combined balance sheet as of September 30, 2023 and the unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2023 and the year ended December 31, 2022. Such financial information was excluded from the Original Form 8-K in reliance on the instructions thereto.
Document Period End Date	Dec. 31, 2022
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2023
Entity File Number	001-36581
Entity Registrant Name	NOTABLE LABS, LTD.
Entity Central Index Key	0001603207
Entity Tax Identification Number	00-0000000
Entity Incorporation, State or Country Code	L3
Entity Address, Address Line One	320 Hatch Drive
Entity Address, City or Town	Foster City
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94404
City Area Code	(415)
Local Phone Number	851-2410
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Ordinary Shares, par value NIS 0.35 each
Trading Symbol	NTBL
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - Notable Labs Inc [Member] - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 1,581	$ 2,401
Marketable securities		872
Prepaid expenses and other current assets	1,407	1,801
Total current assets	2,988	5,074
Property and equipment, net	442	751
Operating lease right-of-use assets	357	801
Investment in SAFE	1,500	1,500
Other assets	224	362
Total assets	5,511	8,488
Current liabilities:
Accounts payable	753	649
Accrued expenses and other current liabilities	900	1,124
Operating lease liabilities, current	361	567
Total current liabilities	2,014	2,340
Payroll protection program loans		1,038
Redeemable convertible preferred stock warrant liability	5,113
Operating lease liabilities, non-current		238
Total liabilities	7,127	3,616
Commitments and contingencies (Note 11)
Stockholders’ deficit:
Common stock, $0.001 par value, 45,100,000 and 27,169,197 shares authorized as of December 31, 2022 and 2021 and 15,424,359 and 5,669,483 shares issued and outstanding as of December 31, 2022 and 2021, respectively	15	6
Additional paid-in capital	34,061	2,688
Accumulated deficit	(71,044)	(56,637)
Total stockholders’ deficit	(36,968)	(53,943)
Total liabilities, redeemable convertible preferred stock and stockholders’ deficit	5,511	8,488
Series A Redeemable Convertible Preferred Stock [Member]
Current liabilities:
Redeemable convertible preferred stock	6,653	19,918
Series B Redeemable Convertible Preferred Stock [Member]
Current liabilities:
Redeemable convertible preferred stock	21,440	38,897
Series C Redeemable Convertible Preferred Stock [Member]
Current liabilities:
Redeemable convertible preferred stock	$ 7,259

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - Notable Labs Inc [Member] - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	45,100,000	27,169,197
Common stock, shares issued	15,424,359	5,669,483
Common stock, shares outstanding	15,424,359	5,669,483
Series A Redeemable Convertible Preferred Stock [Member]
Temporary equity, par value	$ 0.001	$ 0.001
Temporary equity, shares authorized	8,863,394	8,863,394
Temporary equity, shares issued	2,315,579	8,863,394
Temporary equity, shares outstanding	2,315,579	8,863,394
Temporary equity, liquidation preference	$ 6,549	$ 18,174
Series B Redeemable Convertible Preferred Stock [Member]
Temporary equity, par value	$ 0.001	$ 0.001
Temporary equity, shares authorized	6,674,734	7,374,117
Temporary equity, shares issued	3,556,173	6,674,734
Temporary equity, shares outstanding	3,556,173	6,674,734
Temporary equity, liquidation preference	$ 21,505	$ 39,757
Series C Redeemable Convertible Preferred Stock [Member]
Temporary equity, par value	$ 0.001	$ 0.001
Temporary equity, shares authorized	18,148,550	0
Temporary equity, shares issued	1,510,138	0
Temporary equity, shares outstanding	1,510,138	0
Temporary equity, liquidation preference	$ 10,063	$ 0

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations and Comprehensive Loss - Notable Labs Inc [Member] - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Restructuring Cost and Reserve [Line Items]
Services revenue	$ 8	$ 285
Operating expenses:
Research and development	7,776	11,472
General and administrative	5,156	5,727
Total operating expenses	12,932	17,199
Loss from operations	(12,924)	(16,914)
Other income (expense), net	(1,483)	862
Net loss	$ (14,407)	$ (16,052)
Net loss per share, basic	$ (1.38)	$ (2.84)
Net loss per share, diluted	$ (1.38)	$ (2.84)
Weighted-average common shares outstanding, basic	10,423,934	5,651,101
Weighted-average common shares outstanding, diluted	10,423,934	5,651,101
Comprehensive loss:
Net loss	$ (14,407)	$ (16,052)
Other comprehensive loss:
Unrealized losses		(71)
Total comprehensive loss	$ (14,407)	$ (16,123)

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Shareholders' Deficit - Notable Labs Inc [Member] - USD ($) $ in Thousands	Redeemable Convertible Preferred Stocks [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	AOCI Attributable to Parent [Member]	Retained Earnings [Member]	Stockholders Deficit [Member]
Beginning balance, value at Dec. 31, 2020	$ 58,815	$ 6	$ 1,879	$ 71	$ (40,585)	$ (38,629)
Beginning balance, shares at Dec. 31, 2020	15,538,128	5,624,597
Exercise of common stock options			30			30
Exercise of common stock options, shares		44,886
Stock-based compensation expense			779			779
Net loss					(16,052)	(16,052)
Other comprehensive loss				(71)		(71)
Ending balance, value at Dec. 31, 2021	$ 58,815	$ 6	2,688		(56,637)	(53,943)
Ending balance, shares at Dec. 31, 2021	15,538,128	5,669,483
Exercise of common stock options			79			79
Exercise of common stock options, shares		88,500
Stock-based compensation expense			581			581
Net loss					(14,407)	(14,407)
Issuance of Series C-1 redeemable convertible preferred stock, net of issuance costs of $207 and allocated proceeds to the Series C convertible preferred stock warrant liability of $1,154	$ 4,693
Issuance of Series C-1 redeemable convertible preferred stock, net of issuance costs and allocated proceeds to the Series C convertible preferred stock warrant liability, shares	848,856
Issuance of Series C-2 redeemable convertible preferred stock in exchange for SAFE agreement, net of allocated proceeds to the Series C redeemable convertible preferred stock warrant liability of $899	$ 2,566
Issuance of Series C-2 redeemable convertible preferred stock in exchange for SAFE agreement, net of allocated proceeds to the Series C redeemable convertible preferred stock warrant liability of $899, shares	661,282
Issuance of common stock through conversion of Series A redeemable convertible preferred stock	$ (13,265)	$ 6	13,259			13,265
Issuance of common stock through conversion of Series A redeemable convertible preferred stock, shares	(6,547,815)	6,547,815
Issuance of common stock through conversion of Series B redeemable convertible preferred stock	$ (17,457)	$ 3	17,454			17,457
Issuance of common stock through conversion of Series B redeemable convertible preferred stock, shares	(3,118,561)	3,118,561
Ending balance, value at Dec. 31, 2022	$ 35,352	$ 15	$ 34,061		$ (71,044)	$ (36,968)
Ending balance, shares at Dec. 31, 2022	7,381,890	15,424,359

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Shareholders' Deficit (Parenthetical) - Notable Labs Inc [Member] $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)
Net of issuance costs	$ 207
Series C-1 Redeemable Convertible Preferred Stock [Member]
Warrant liability	1,154
Series C-2 Redeemable Convertible Preferred Stock [Member]
Warrant liability	$ 899

Condensed Consolidated Statem_4

Condensed Consolidated Statements of Cash Flows - Notable Labs Inc [Member] - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Operating Activities
Net loss	$ (14,407)	$ (16,052)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	323	326
Stock-based compensation	581	779
Non-cash operating lease expense	225	599
Loss on disposal of fixed assets	43
Loss (gain) on sale of marketable securities	2	(36)
Gain from PPP loan forgiveness	(1,038)	(765)
Change in fair value of SAFE and redeemable convertible preferred stock warrant liability	2,515
Change in operating assets and liabilities:
Prepaid expenses and other current assets	284	(284)
Other assets	138	(28)
Accounts payable	104	52
Accrued expenses and other current liabilities	(186)	941
Operating lease liabilities	(226)	(585)
Net cash used in operating activities	(11,642)	(15,053)
Investing Activities
Purchases of property and equipment	(41)	(441)
Purchases of marketable securities	(594)	(3,393)
Purchases of other investments		(1,500)
Proceeds from disposal of property and equipment	95
Proceeds from maturities of marketable securities	594	3,447
Proceeds from sales of marketable securities	870	16,644
Net cash provided by investing activities	924	14,757
Financing Activities
Proceeds from employee stock option exercises	79	30
Proceeds from issuance of redeemable convertible preferred stock and warrants, net of issuance costs	5,810
Proceeds from the issuance of the SAFE agreement	4,009
Proceeds from PPP loan		1,038
Net cash provided by financing activities	9,898	1,068
Net increase (decrease) in cash and cash equivalents	(820)	772
Cash and cash equivalents at the beginning of year	2,401	1,629
Cash and cash equivalents at the end of year	1,581	2,401
Supplemental non-cash financing and investing activities
Purchases of property and equipment in accounts payable		14
Right-of-use assets obtained in exchange for lease obligation	181
Fair value allocated at issuance to Series C warrants	2,053
Series C redeemable convertible preferred stock issuance costs in accrued expenses	38
Conversion of Series A and Series B redeemable convertible preferred stock to common stock	$ 30,722

ORGANIZATION

ORGANIZATION	12 Months Ended
	Dec. 31, 2022
Notable Labs Inc [Member]
Restructuring Cost and Reserve [Line Items]
ORGANIZATION	Organization ORGANIZATION Description of Business Notable Labs, Inc. (“Notable” or the “Company”) and its wholly owned subsidiary is an emerging tech-bio therapeutics company dedicated to the development and commercialization of a predictive precision medicine platform and products that treat various forms of cancer. The Company was incorporated in Delaware in June 2014 and is located in Foster City, California. Liquidity and Going Concern Assessment The Company has incurred losses and negative cash flows from operations since its inception. As of December 31, 2022 and 2021, the Company has an accumulated deficit of approximately $ 71.0 56.6 1.6 The Company’s ability to fund its operations will require additional capital, and the Company intends to raise such capital through the issuance of additional debt or equity, including in connection with potential merger opportunities, or through licensing or collaboration agreements. These plans are intended to mitigate the relevant conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern; however, as the plans are not entirely within the Company’s control, management has determined it is not probable they will be effectively implemented. These financial statements have been prepared on a going concern basis and do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary in the event the Company can no longer continue as a going concern. The Company is continuing to develop its medicine platform and treatments, which is the primary use of funds for the Company. Management expects to continue to incur additional substantial losses and negative cash flows from operations in the foreseeable future as a result of expanded research and development activities until regulatory approval is granted. Regulatory approval is not guaranteed and may never be obtained. The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish these plans and secure sources of financing and ultimately attain profitable operations. However, if such financing is not approved, does not occur, or alternative financing is not available at adequate levels or on acceptable terms, or profitable operations are not attained, the Company could be required to significantly reduce operating expenses and delay, reduce the scope of or eliminate some of its development programs, enter into a collaboration or other similar arrangement with respect to commercialization rights to any of its product candidates, out license intellectual property rights to its product candidates and sell unsecured assets, or a combination of the above. Any of these actions could have a material adverse effect on the Company’s business, results of operations, financial condition and/or its ability to fund its scheduled obligations on a timely basis or at all. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

SIGNIFICANT ACCOUNTING POLICIES

SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
	Dec. 31, 2022
Notable Labs Inc [Member]
Restructuring Cost and Reserve [Line Items]
SIGNIFICANT ACCOUNTING POLICIES	Note 2. Summary of Significant Accounting Policies SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and include all adjustments necessary for the fair presentation of the Company’s financial position for the periods presented. Any reference in these notes to applicable accounting guidance is meant to refer to the authoritative GAAP included in the Accounting Standards Codification (“ASC”), and Accounting Standards Update (“ASU”) issued by the Financial Accounting Standards Board (“FASB”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Principles of Consolidation The consolidated financial statements include the accounts of Notable and its wholly owned subsidiary, all of which are denominated in US dollars. All intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP generally requires management to make certain estimates and assumptions that affect the reported amounts in the consolidated financial statements and accompanying notes. The Company regularly evaluates estimates and assumptions related to assets and liabilities, and disclosures of contingent assets and liabilities at the dates of the consolidated financial statements and the reported amounts of expenses during the reporting period. Areas where management uses subjective judgments include, but are not limited to, measurement of lease liabilities and right of use assets, impairment of long-lived assets, stock-based compensation, accrued research and development costs, and redeemable convertible preferred stock warrant liability in the accompanying consolidated financial statements. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ materially from these estimates under different assumptions or conditions. Concentration of Credit Risk and Other Risks and Uncertainties Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents. The Company maintains bank deposits in federally insured financial institutions and these deposits may exceed federally insured limits. The Company is exposed to credit risk in the event of default by the financial institutions holding its cash and cash equivalents to the extent recorded in the balance sheet. The Company has not experienced any losses on its deposits of cash and cash equivalents. The Company is subject to a number of risks similar to other early-stage biopharmaceutical companies, including, but not limited to, the need to obtain adequate additional funding, possible failure of current or future preclinical studies or clinical trials, its reliance on third parties to conduct its clinical trials, the need to obtain regulatory and marketing approvals for its product candidates, competitors developing new technological innovations, the need to successfully commercialize and gain market acceptance of the Company’s product candidates, protection of its proprietary technology, and the need to secure and maintain adequate manufacturing arrangements with third parties. These efforts will require significant amounts of additional capital, adequate personnel infrastructure and extensive compliance and reporting. The Company’s product candidates are still in development and, to date, none of the Company’s product candidates have been approved for sale and, therefore, the Company has not generated any revenue from product sales. There can be no assurance that the Company’s research and development will be successfully completed, that adequate protection for the Company’s intellectual property will be obtained or maintained, that any products developed will obtain necessary government regulatory approval or that any approved products will be commercially viable. Even if the Company’s product development efforts are successful, it is uncertain when, if ever, the Company will generate revenue from product sales. The Company operates in an environment of rapid technological change and substantial competition from other pharmaceutical and biotechnology companies. In addition, the Company is dependent upon the services of its employees, consultants and other third parties. Significant customers are those that represent 10% 100% 39% 35% 16% 41% 59% 48,000 Segments The Company operates and manages its business as one Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less from the date of purchase to be cash and cash equivalents. Cash equivalents consist primarily of amounts invested in short-dated government and Treasury securities and are stated at fair value. As of December 31, 2022 the entire balance of cash and cash equivalents consisted of cash held in the Company’s checking accounts As of December 31, 2022 and 2021, the Company had no restricted cash. Marketable Securities The Company’s investments in marketable securities have been classified and accounted for as available-for-sale securities. Fixed income securities consist of U.S. Treasury securities. The specific identification method is used to determine the cost basis of fixed income securities sold. These securities are recorded on the consolidated balance sheets at fair value. Unrealized gains and losses on these securities are included as a separate component of accumulated other comprehensive income (loss). The cost of investment securities is adjusted for amortization of premiums and accretion of discounts to maturity. Such amortization and accretion are included in other income, net. Realized gains and losses and declines in fair value judged to be other-than-temporary, if any, are also included in other income, net. The Company evaluates securities for other-than-temporary impairment at the balance sheet date. Declines in fair value determined to be other-than-temporary are also included in other income, net. All available-for-sale securities are considered available to support current operations and are classified as current assets. Deferred Offering Costs The Company capitalizes certain legal, professional accounting and other third-party fees that are directly associated with in-process equity financings as deferred offering costs until such financings are consummated. After consummation of the equity financing, these costs are recorded in stockholders’ deficit as a reduction of additional paid-in capital generated as a result of the offering. Should the in-process equity financing be abandoned, the deferred offering costs will be expensed immediately as a charge to operating expenses in the statements of operations. No Property and Equipment, Net Property and equipment are presented at cost, net of accumulated depreciation. Depreciation is recorded using the straight-line method over the estimated useful life and begins at the time the asset is placed in service. The estimated useful life of each asset category is as follows: SCHEDULE OF PROPERTY AND EQUIPMENT ESTIMATED USEFUL LIFE Computer equipment 3 Laboratory equipment 5 Furniture and office equipment 7 Leasehold improvements Lesser of useful life or remaining lease term Upon sale or retirement of assets, the cost and related accumulated depreciation are removed from the consolidated balance sheet and the resulting gain or loss is reflected in the consolidated statement of operations and comprehensive loss. Maintenance and repairs are charged to expense as incurred and costs of major replacements or improvements are capitalized. Impairment of Long-Lived Assets The Company evaluates the carrying amount of its long-lived assets, such as property and equipment, whenever events or changes in circumstances indicate that the assets may not be recoverable. The recoverability of assets to be held and used is assessed by comparing the carrying amount to the estimated undiscounted future cash flows expected to be generated by the asset or asset group. If the carrying amount exceeds the estimated undiscounted future cash flows, an impairment loss is recognized for the excess of the book value of the asset over fair value. There was no Revenue Recognition Through the middle of the year ended December 31, 2021, the Company’s central revenue generating activities and performance obligations consisted of performing diagnostic services using its proprietary platform that was utilized by entities primarily engaged in their own research and development efforts to identify therapeutic combinations in a more targeted and efficient method of drug discovery. In the year ended 2021, the Company transitioned its approach of performing such services for others to using its own platform to identify proprietary therapeutic approaches in specific potential patient populations. All major projects for historical customers were complete before the end of the year ended December 31, 2021. The Company continued to perform certain diagnostics services on a limited basis as an outsourced provider through the year ended December 31, 2022, but such activities do not represent its major and ongoing central operations. The Company recognizes revenue from diagnostic services in the amount that reflects the consideration that it expects to be entitled as the Company performs its obligation under a contract with a customer by processing diagnostic tests on laboratory samples and making the test results available to its customers. Revenue is recorded considering a five-step revenue recognition model that includes identifying the contract with a customer, identifying the performance obligations in the contract, determining the transaction price, allocating the transaction price to the performance obligations, and recognizing revenue when, or as, an entity satisfies a performance obligation. The Company generally has a contract or a purchase order from a customer with the specified required terms, including the number of diagnostic samples to be performed. The Company has not received any advance payments for which there are any remaining performance obligations. Accordingly, no deferred revenue is recorded as of December 31, 2022 and 2021. The Company has not recorded any contract assets as of December 31, 2022 and 2021 as the Company has not completed any performance obligations for which it has not been able to bill its customers. Costs of services revenue are immaterial and recorded in operating expenses. Leases Under ASC 842 Leases The Company determines whether leases meet the classification criteria of a finance or operating lease at the lease commencement date considering: (1) whether the lease transfers ownership of the underlying asset to the lessee at the end of the lease term, (2) whether the lease grants the lessee an option to purchase the underlying asset that the lessee is reasonably certain to exercise, (3) whether the lease term is for a major part of the remaining economic life of the underlying asset, (4) whether the present value of the sum of the lease payments and residual value guaranteed by the lessee equals or exceeds substantially all of the fair value of the underlying asset, and (5) whether the underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term. As of December 31, 2022 and 2021, the Company’s lease population consisted of real estate and laboratory equipment, all of which are classified as operating leases. As of December 31, 2022 and 2021, the Company did not have finance leases. Operating lease right-of-use (“ROU”) assets and operating lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. ROU assets represent the Company’s right to use an underlying asset for the lease term and operating lease liabilities represent the Company’s obligation to make lease payments arising from the lease. In determining the present value of lease payments, the Company uses its incremental borrowing rate based on the information available at the lease commencement date if the rate implicit in the lease is not readily determinable. The Company determines the incremental borrowing rate based on the information available at the lease commencement date, which represents an internally developed rate that would be incurred to borrow, on a collateralized basis, over a similar term, an amount equal to the lease payments in a similar economic environment. Applying different judgments to the same facts and circumstances could result in the estimated amounts to vary. The operating lease ROU assets also include adjustments for prepayments and accrued lease payments and exclude lease incentives. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options. Operating lease cost for the minimum fixed lease payments is recognized on a straight-line basis over the lease term. Variable lease costs that are not considered fixed are expensed as incurred. Variable lease costs represent payments that are dependent on usage, a rate or index. Variable lease cost primarily relates to various operating expenses such as common area maintenance charges. Fixed and variable lease expense on operating leases is recognized within operating expenses within the Company’s statements of operations and comprehensive loss. Real estate lease agreements that include lease and non-lease components are accounted for as a single lease component. The Company has elected to not combine lease and non-lease components for laboratory equipment leases. Lease agreements with a noncancelable term of less than 12 months are not recorded on the Company’s consolidated balance sheet. Lease expense related to such short-term leases is recognized on a straight-line basis over the lease term. Redeemable Convertible Preferred Stock The Company records redeemable convertible preferred stock at fair value on the dates of issuance, unless an exception applies, net of issuance costs. The redeemable convertible preferred stock has been classified outside of stockholders’ deficit as temporary equity on the accompanying balance sheet because the shares contain certain redemption features that are not solely within the control of the Company. The redeemable convertible preferred stock is not generally redeemable; however, upon certain change in control events including liquidation, sale or transfer of control of the Company, holders of the redeemable convertible preferred stock may have the right to receive its liquidation preference under the terms of the Company’s certificate of incorporation. The carrying values of the redeemable convertible preferred stock are adjusted to their liquidation preferences if and when it becomes probable that such a liquidation event will occur. Redeemable Convertible Preferred Stock Warrant Liabilities The Company classifies warrants to purchase redeemable convertible preferred stock as liabilities at fair value when the underlying shares are contingently redeemable and adjusts the instruments to fair value at each reporting period. The warrants to purchase redeemable convertible preferred stock are subject to re-measurement at each balance sheet date until exercised or expired, and any change in fair value is recognized as a component of other income, net in the consolidated statements of operations and comprehensive loss. Offering costs associated with the issuance of redeemable convertible preferred stock warrant liabilities are allocated on a relative basis and expensed as incurred. Research and Development Expenses Research and development expenses are charged to expense as incurred. Research and development expenses include payroll and personnel costs related to research and development activities, materials costs, external clinical drug product manufacturing costs, outside services costs, repair, maintenance and depreciation costs for research and development equipment, as well as facility costs used for research and development activities. Nonrefundable advance payments for goods or services that will be used or rendered for future research and development activities are capitalized and expensed as the goods are delivered or the related services are performed. The Company continues to evaluate whether it expects the goods to be delivered or services to be rendered and charges to expense any portion of the advance payment that has been capitalized when the entity no longer expects the goods to be delivered or services to be rendered. Accrued Research and Development Expenses The Company records accruals for estimated costs of research, preclinical studies, clinical trials, and manufacturing development, within accrued expenses and other current liabilities which are significant components of research and development expenses. Some of the Company’s ongoing research and development activities is conducted by third-party service providers, contract research organizations (“CROs”) and contract development and manufacturing organizations (“CDMOs”). The financial terms of these contracts are subject to negotiations, which vary from contract to contract and may result in payment flows that do not match the periods over which materials or services are provided to the Company under such contracts. The Company accrues the costs incurred under agreements with these third parties based on estimates of actual work completed in accordance with the respective agreements. The Company determines the estimated costs through discussions with internal personnel and external service providers as to the progress, stage of completion or actual timeline (start-date and end-date) of the services and the agreed-upon fees to be paid for such services. If the actual timing of the performance of services or the level of effort varies from the estimate, the Company adjusts accrued expenses or prepaid expenses accordingly, which impact research and development expenses. Although the Company does not expect its estimates to be materially different from amounts actually incurred, the Company’s understanding of the status and timing of services performed relative to the actual status and timing of services performed may vary and may result in reporting amounts that are too high or too low in any particular period. To date, there have not been any material adjustments to the Company’s prior estimates of research and development expenses. Stock-Based Compensation Expense The Company maintains an equity incentive plan as a long-term incentive for employees, consultants, and directors. The plan allows for the issuance of incentive stock options (“ISO”), non-statutory stock options (“NSO”), and restricted stock awards. The Company measures the estimated fair value of the stock-based awards on the date of the grant and recognizes compensation expense for those awards over the requisite service period, which is generally the vesting period of the respective awards. The Company records expense for awards with service-based vesting using the straight-line method. The Company accounts for forfeitures as they occur. For performance-based awards, the Company recognizes share-based compensation expense over the requisite service period using the accelerated attribution method when achievement of the performance criteria becomes probable. The fair value of each stock award is determined based on the number of shares granted and the value of the Company’s common stock on the date of grant. The absence of an active market for the Company’s common and restricted stock requires the Company’s Board of Directors (the “Board”) to determine the fair value of its common and restricted stock for purposes of granting stock awards with assistance from management and an independent third-party valuation firm. The fair value of each stock option award is estimated on the date of grant using the Black-Scholes option pricing model. The Black-Scholes option-pricing model requires the use of a number of complex, subjective assumptions including the estimated fair value of the common stock, expected volatility, risk-free interest rate, expected dividend rate, and expected term of the option. The Company has been a private company and lacks company-specific historical and implied fair value information, therefore, determining the best estimated fair value of the Company’s common and restricted stock requires significant judgment. The Company’s Board considers numerous objective and subjective factors to determine the fair value of the Company’s common stock options at each meeting in which awards are approved. The factors considered include, but are not limited to (i) the results of contemporaneous independent third-party valuations of the Company’s common stock and the prices, rights, preferences and privileges of the Company’s redeemable convertible preferred stock relative to those of its common stock; (ii) the lack of marketability of the Company’s common stock; (iii) actual operating and financial results; (iv) current business conditions and projections in relation to the Company’s stage of development; (v) the likelihood of achieving a liquidity event, such as an initial public offering or sale of the Company, given prevailing market conditions; (vi) precedent transactions involving the Company’s shares; and (vii) significant milestones and progress of research and development efforts. The Company determined the expected stock volatility using a weighted average of the historical volatility of a group of guideline companies that issued options with substantially similar terms, and expects to continue to do so until such time as the Company has adequate historical data regarding the volatility of its own traded stock price. The expected term of the Company’s stock options has been determined utilizing the simplified method. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. The Company has not paid, and does not anticipate paying, cash dividends on its common stock; therefore, the expected dividend yield is assumed to be zero. The Company classifies stock-based compensation expense in its consolidated statements of operations and comprehensive loss in the same manner in which the award recipient’s cash compensation costs are classified. See Note 10 for the assumptions used by the Company in determining the grant date fair value of stock-based awards granted, as well as a summary of the stock-based award activity under the Company’s equity incentive plan for the year ended December 31, 2022. Fair Value Measurement Fair value accounting is applied for all financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. Financial instruments such as cash and cash equivalents, accounts payable and accrued liabilities approximate fair value due to their relatively short maturities. Assets and liabilities recorded at fair value on a recurring basis in the balance sheet are categorized based on the level of judgment associated with the inputs used to measure their fair values. Fair value is defined as the exchange price that would be received for an asset or an exit price that would be paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company determines the fair value of financial assets and liabilities using the fair value hierarchy that describes three levels of inputs that may be used to measure fair value, as follows: Level 1 Observable inputs such as unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. Level 2 Inputs (other than quoted prices included in Level 1) are either directly or indirectly observable for the asset or liability. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. Level 3 Unobservable inputs that reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. Comprehensive Loss Comprehensive loss includes net loss and other comprehensive loss for the period. Other comprehensive loss consists of net unrealized losses on marketable securities. Income Taxes The Company accounts for income taxes using the liability method, whereby deferred tax asset and liability account balances are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides a valuation allowance when it is more likely than not that some portion, or all of the Company’s deferred tax assets will not be realized. The Company accounts for income tax contingencies using a benefit recognition model. If it considers that a tax position is more likely than not to be sustained upon audit, based solely on the technical merits of the position, it recognizes the benefit. The Company measures the benefit by determining the amount that is greater than 50% likely of being realized upon settlement, presuming that the tax position is examined by the appropriate taxing authority that has full knowledge of all relevant information. The Company is subject to taxation in the United States federal jurisdiction and various state jurisdictions. Due to the Company’s losses incurred, the Company is subject to the income tax examination by authorities since inception. The Company’s policy is to recognize interest expense and penalties related to income tax matters as a component of income tax expense. As of December 31, 2022, there were no significant accruals for interest related to unrecognized tax benefits or tax penalties. Net Loss Per Share Basic net loss per share attributable to common stockholders is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period, without consideration for potentially dilutive securities. Diluted net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common stock and potentially dilutive securities outstanding for the period. For purposes of the diluted net loss per share calculation, redeemable convertible preferred stock, stock options, and warrants to purchase redeemable convertible preferred stock are considered to be potentially dilutive securities. The Company applies the two-class method to calculate its basic and diluted net loss per share as the Company has issued shares that meet the definition of participating securities. The two-class method is an earnings allocation formula that treats a participating security as having rights to earnings that otherwise would have been available to common stockholders. The Company’s participating securities contractually entitle the holders of such shares to participate in dividends, but do not contractually require the holders of such shares to participate in losses of the Company. Accordingly, in periods in which the Company reports a net loss, such losses are not allocated to such participating securities. Accordingly, in periods in which the Company reports a net loss, diluted net loss per share is the same as basic net loss per share, since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. Commitments and Contingencies Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded if and when it is probable that a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred. Recent Accounting Pronouncements 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. Other than the recently adopted accounting pronouncements discussed below, other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not, or are not believed by management to, have a material impact on the Company’s financial position, results of operations or cash flows. Recently Adopted Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06 (Subtopic 470-20): Debt - Debt with Conversion and Other Options In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	12 Months Ended
	Dec. 31, 2022
Notable Labs Inc [Member]
Restructuring Cost and Reserve [Line Items]
FAIR VALUE MEASUREMENTS	Note 3. Fair Value Measurements FAIR VALUE MEASUREMENTS The following table sets forth the Company’s financial assets and liabilities that are measured at fair value on a recurring basis by level with the fair value hierarchy (in thousands): SCHEDULE OF FAIR VALUE ON RECURRING BASIC ASSETS AND LIABILITIES As of December 31, 2022 Level 1 Level 2 Level 3 Total Fair Value Liabilities Preferred stock warrant liability $ — $ — $ 5,113 $ 5,113 As of December 31, 2021 Level 1 Level 2 Level 3 Total Fair Value Assets Short-term marketable securities $ 872 $ — $ — $ 872 There were no no Cash equivalents and marketable securities, all of which are classified as available-for-sale securities and measured at fair value on a recurring basis, consisted of the following as of December 31, 2021, all with contractual maturities of less than one year (in thousands): SCHEDULE OF FAIR VALUE AVAILABLE FOR SALE SECURITIES December 31, 2021 Level Amortized Gross Gross Fair Value Short-term marketable securities: U.S. Treasury securities Level 1 $ 872 $ — $ — $ 872 Total $ 872 $ — $ — $ 872 To date, the Company has not recorded any impairment charges on marketable securities due to other-than-temporary declines in market value. In determining whether a decline is other than temporary, the Company considers various factors, including the length of time and extent to which the market value has been less than amortized cost, the financial condition and near-term prospects of the issuer and the Company’s intent and ability to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in market value. The Company estimates the fair values of investments in corporate debt securities, commercial paper and U.S. government agency securities using valuations obtained from third-party pricing services. The fair market value of marketable securities classified within Level 1 is based on quoted prices for identical instruments in active markets. The Company does not intend to sell securities that are in an unrealized loss position and the Company believes it is more likely than not that the investments will be held until recovery of the amortized cost basis. The Company has determined that the immaterial gross unrealized losses on marketable securities as of December 31, 2021 were temporary in nature. There were no transfers between Levels 1, 2, or 3 during the years ended December 31, 2022 and 2021.

BALANCE SHEET COMPONENTS

BALANCE SHEET COMPONENTS	12 Months Ended
	Dec. 31, 2022
Notable Labs Inc [Member]
Restructuring Cost and Reserve [Line Items]
BALANCE SHEET COMPONENTS	Note 4. Balance Sheet Components BALANCE SHEET COMPONENTS Prepaid Expenses and Other Current Assets The following table presents the components of prepaid expenses and other current assets as of December 31, 2022 and 2021 (in thousands): SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS 2022 2021 December 31, 2022 2021 Accounts receivable $ 8 $ 48 Employee retention credit 1,237 1,293 Prepaid expenses 119 296 Prepaid benefits 37 48 Prepaid clinical expenses 6 116 Total prepaid expenses and other current assets $ 1,407 $ 1,801 During fiscal years 2020 and 2021, the Company took advantage of the relief provisions provided by the U.S. government in response to COVID-19 under the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”). The CARES Act provides an employee retention credit (“Employee Retention Credit”), which is a refundable tax credit against certain employment taxes dependent on certain qualified wages paid to employees through fiscal year 2021. The Company qualifies for the tax credit under the CARES Act and continued to receive additional tax credits under the additional relief provisions for qualified wages through the end of 2021. During the fiscal year ended December 31, 2021, the Company recorded $ 1.0 1.2 1.3 0.7 Property and Equipment, Net The following table presents the components of property and equipment, net, as of December 31, 2022 and 2021 (in thousands): SCHEDULE OF PROPERTY AND EQUIPMENT 2022 2021 December 31, 2022 2021 Computer equipment $ 171 $ 155 Laboratory equipment 1,950 1,990 Furniture and office equipment 29 23 Leasehold improvements 73 73 Property and equipment, Gross 2,223 2,241 Less: accumulated depreciation (1,781 ) (1,490 ) Total property and equipment, net $ 442 $ 751 Depreciation expense was approximately $ 0.3 Investment in SAFE In October 2021, the Company entered into a simple agreement for future equity (“Oncoheroes SAFE”) agreement for $ 1.5 1.5 1.5 No Accrued Expenses and Other Current Liabilities The following table presents the components of accrued expenses and other current liabilities as of December 31, 2022 and 2021 (in thousands): SCHEDULE OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES 2022 2021 December 31, 2022 2021 Accrued expenses $ 651 894 Accrued employee expenses 10 13 Accrued bonuses 239 217 Total accrued expenses and other current liabilities $ 900 $ 1,124

CO-DEVELOPMENT AND LICENSE AGRE

CO-DEVELOPMENT AND LICENSE AGREEMENTS	12 Months Ended
	Dec. 31, 2022
Notable Labs Inc [Member]
Restructuring Cost and Reserve [Line Items]
CO-DEVELOPMENT AND LICENSE AGREEMENTS	Note 5. Co-Development and License Agreements CO-DEVELOPMENT AND LICENSE AGREEMENTS Oncoheroes Agreement In September 2021, the Company entered into an Exclusive License Agreement with Oncoheroes (the “Oncoheroes Agreement”) whereby the Company obtained worldwide exclusive development and commercialization rights in the small molecule volasertib for uses relating to certain types of cancer in adults. Under the terms of the Oncoheroes Agreement, Oncoheroes retains the right to develop and commercialize volasertib for cancers not licensed to the Company. Under the terms of the agreement, the Company is obligated to make additional clinical and regulatory milestone payments up to a total of $ 8.0 The Company also entered a SAFE agreement with Oncoheroes in October 2021 for $ 1.5 CicloMed Agreement In July 2021, the Company entered into a Co-Development and Profit-Sharing Agreement with CicloMed LLC (“CicloMed”) (the “CicloMed Agreement”) regarding use of the Company’s precision oncology diagnostic test in the research and development of CicloMed’s CicloProx product for the treatment of acute myeloid leukemia. Under the terms of the co-development agreement, CicloMed holds the primary responsibility for executing clinical trial operations while Notable is primarily focused on optimizing Notable’s predictive precision medicine platform. Both parties will equally share the costs associated with the on-going clinical trial incurred after the effective date. In the event a CicloProx product is commercially developed and sold, the parties will share in the net proceeds. The Company recorded $ 1.1 0.4

LEASES

LEASES	12 Months Ended
	Dec. 31, 2022
Notable Labs Inc [Member]
LeasesLineItems [Line Items]
LEASES	Note 6. Leases LEASES As of December 31, 2022, the Company had operating lease agreements for its facilities at Foster City, California, which expires in May 2023, as well as several pieces of equipment with varying terms and which expire on various dates in the latter half of 2023. During fiscal year 2022, certain equipment leases were renewed for an additional year. - The following table summarizes total lease expense during the year ended December 31, 2022 and 2021 (in thousands): SCHEDULE OF LEASE COST December 31, 2022 December 31, 2021 Cash paid for operating lease liabilities $ 751 $ 732 Operating lease expense 749 747 Variable lease expense 94 94 Short-term lease expense 167 126 The following table summarizes maturities of lease liabilities and the reconciliation of lease liabilities as of December 31, 2022 (in thousands): SCHEDULE OF MATURITIES OF THE FINANCE LEASE TO THE FINANCE LEASE LIABILITIES Lease Obligation 2023 $ 366 2024 and thereafter — Total future undiscounted lease payments 366 Less: imputed interest (5 ) Total lease liabilities $ 361 Information related to the Company’s ROU assets and related lease liabilities was as follows (in thousands except for remaining lease term and discount rate): SCHEDULE OF ROU ASSETS AND RELATED LEASE LIABILITIES December 31, 2022 Facilities Leases Equipment Leases Current operating lease liabilities $ 211 $ 150 Non-current operating lease liabilities — — Weighted average remaining lease term in years 0.3 0.7 Weighted average discount rate 7.0 % 7.2 % December 31, 2021 Facilities Leases Equipment Leases Current operating lease liabilities $ 490 $ 77 Non-current operating lease liabilities 197 41 Weighted average remaining lease term in years 1.3 1.4 Weighted average discount rate 7.0 % 5.6 %

PAYROLL PROTECTION PROGRAM LOAN

PAYROLL PROTECTION PROGRAM LOANS	12 Months Ended
	Dec. 31, 2022
Notable Labs Inc [Member]
Restructuring Cost and Reserve [Line Items]
PAYROLL PROTECTION PROGRAM LOANS	Note 7. Payroll Protection Program Loans PAYROLL PROTECTION PROGRAM LOANS In April 2020, the Company applied for a loan with a bank pursuant to the Payroll Protection Program of the CARES Act as administered by the U.S. Small Business Administration (the “PPP Loan”). The PPP Loan was approved and took the form of a promissory note in the amount of $ 0.8 1 In February 2021, the Company applied for another promissory note under the Payroll Protection Program and was approved for $ 1.04 1

CAPITAL STRUCTURE

CAPITAL STRUCTURE	12 Months Ended
	Dec. 31, 2022
Notable Labs Inc [Member]
Restructuring Cost and Reserve [Line Items]
CAPITAL STRUCTURE	Note 8. Capital Structure CAPITAL STRUCTURE Common Stock As of December 31, 2022 and 2021, the Company was authorized to issue 45,100,000 27,169,197 0.001 no Common shares reserved for future issuance, on an as-if converted basis, as of December 31, 2022 and December 31, 2021, consists of the following: SCHEDULE OF COMMON SHARES RESERVED FOR FUTURE ISSUANCE December 31, 2022 2021 Series A redeemable convertible preferred stock 2,315,579 8,863,394 Series B redeemable convertible preferred stock 3,556,173 6,674,734 Series C redeemable convertible preferred stock 1,510,138 — Series C warrants to purchase redeemable convertible preferred stock 1,510,138 — Stock options, issued and outstanding 2,847,484 4,748,713 Stock options, authorized for future issuance 2,876,298 541,351 Total 14,615,810 20,828,192 Common shares reserved for future issuance 14,615,810 20,828,192 Simple Agreements for Future Equity Between January and May 2022, the Company entered into simple agreements for future equity (the “2022 SAFEs”) with certain investors, receiving $ 4.0 If there was a liquidity event or dissolution event, the holders of the 2022 SAFEs would automatically be entitled to revive a portion of the Purchase Amount. The 2022 SAFEs were recorded as a liability at issuance and subject to remeasurement at each reporting date, with changes in fair value recorded in other income (expense), net in the consolidated statements of operations and comprehensive loss. In connection with the Company’s issuance of shares of Series C-1 redeemable convertible preferred stock beginning in June 2022 at an issuance price of $ 7.1319 6.062115 661,282 0.5 Redeemable Convertible Preferred Stock As of December 31, 2022 the Company was authorized to issue 33,686,678 0.001 16,237,511 From June 2022 to July 2022, the Company issued a total of 848,856 7.1319 6.1 For each Series C redeemable convertible preferred share issued, the Company also issued a warrant to purchase Series C redeemable convertible preferred shares (“Series C Warrants”). Approximately $ 2.1 In June 2022, the Company amended the Certificate of Incorporation to include a Special Mandatory Conversion clause requiring all existing redeemable convertible preferred stockholders to participate in the Series C Preferred Stock issuance. Failure to participate in the Series C Preferred Stock issuance would result in the automatic conversion of the holder’s preferred shares into common shares. In July 2022, 6,547,815 3,118,561 As of December 31, 2022 and December 31, 2021, redeemable convertible preferred stock consisted of the following (in thousands, except share amounts): SCHEDULE OF REDEEMABLE CONVERTIBLE PREFERRED STOCK As of December 31, 2022 Series Shares Authorized Shares Issued and Outstanding Original Issue Price Aggregate Liquidation Amount Carrying amount Series A A-1 3,583,743 1,815,484 $ 2.9163 $ 5,294 $ 5,289 A-2 1,194,403 308,602 2.6247 810 858 A-3 1,234,382 191,493 2.3238 445 506 A-4 956,297 — 1.0457 — — A-5 114,573 — 0.8728 — — A-6 1,779,996 — 0.3485 — — Series A subtotal 8,863,394 2,315,579 - 6,549 6,653 Series B B-1 775,744 58,220 5.15279 300 235 B-2 5,898,990 3,497,953 6.0621 21,205 21,205 Series B subtotal 6,674,734 3,556,173 - 21,505 21,440 Series C C-1 17,487,180 848,856 7.1319 6,054 4,692 C-2 661,370 661,282 6.062115 4,009 2,567 Series C subtotal 18,148,550 1,510,138 - 10,063 7,259 Total 33,686,678 7,381,890 - $ 38,117 $ 35,352 As of December 31, 2021 Series Shares Authorized Shares Issued and Outstanding Original Issue Price Aggregate Liquidation Amount Carrying amount Series A A-1 3,583,743 3,583,743 $ 2.9163 $ 10,451 $ 10,434 A-2 1,194,403 1,194,403 2.6247 3,135 3,320 A-3 1,234,382 1,234,382 2.3238 2,868 3,259 A-4 956,297 956,297 1.0457 1,000 2,047 A-5 114,573 114,573 0.8728 100 238 A-6 1,779,996 1,779,996 0.3485 620 620 Series A subtotal 8,863,394 8,863,394 - 18,174 19,918 Series B B-1 775,744 775,744 5.15279 3,997 3,137 B-2 6,598,373 5,898,990 6.0621 35,760 35,760 Series B subtotal 7,374,117 6,674,734 - 39,757 38,897 Total 16,237,511 15,538,128 - $ 57,931 $ 58,815 The redeemable convertible preferred shares have the following rights and privileges: Optional Conversion Each share of redeemable convertible preferred stock shall be convertible, at the option of the holder at any time, into common stock as determined by dividing the original issue price by the conversion price in effect at the time of conversion. As of December 31, 2022, and 2021 the initial conversion price per share of redeemable convertible preferred stock is equivalent to the original issue price and as such convert on a one-for-one basis prior to any adjustments. The respective applicable conversion price is subject to adjustment upon any future stock splits or stock combinations, reclassifications or exchanges of similar stock, upon a reorganization, merger or consolidation of the Company, or upon the issuance or sale by the Company of common stock for consideration less than the applicable conversion price. Mandatory Conversion Each of the redeemable convertible preferred shares shall automatically convert into the number of shares of common stock determined in accordance with the conversion rate upon the earlier of (a) the closing of the sale of shares of Common Stock to the public in a firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, resulting in at least $ 50,000,000 Liquidation Preference In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company the holders of shares of outstanding redeemable convertible preferred stock shall be entitled, on a pro rata, as converted and pari passu basis, to be paid out of the assets of the Company available for distribution to its stockholders before any payment shall be made to the holders of common stock by reason of their ownership thereof, an amount per share equal to the greater of (i) the applicable original issue price for such series of preferred stock, plus any declared but unpaid dividends, or (ii) such amount per share as would have been payable had all shares of redeemable convertible preferred stock been converted into common stock immediately prior to such liquidation, dissolution, winding up or deemed liquidation event. If the assets of the Company to be distributed among the holders of redeemable convertible preferred stock are insufficient to permit the payment to such holders, then any assets of the Company legally available for distribution will be distributed ratably among the holders of redeemable convertible preferred stock in proportion to the preferential amount each such holder is otherwise entitled to receive. After the payment to the holders of redeemable convertible preferred stock of the full preferential amount specified above, any remaining assets of the Company available for distribution to its stockholders shall be distributed pro rata among the holders of common stock. Dividends The holders of redeemable convertible preferred stock are entitled to receive dividends out of any assets legally available only when, as, and if declared by the Company’s Board, prior to and in preference to any declaration or payment of any dividend on the common stock. Such dividends are noncumulative. As of December 31, 2022, and 2021, there were no cumulative dividends owed or in arrears. Voting Each holder of redeemable convertible preferred stock shall be entitled to the number of votes equal to the number of whole shares of common stock into which such shares of redeemable convertible preferred stock could then be converted as of the record date. Holders of redeemable convertible preferred stock shall vote together with the holders of common stock as a single class. The holders of Series A redeemable convertible preferred stock, exclusively and voting together as a separate class on a converted to common stock basis, are entitled to elect one director to the Company’s Board. The holders of Series B redeemable convertible preferred stock, exclusively and voting together as a separate class on a converted to common stock basis, are entitled to elect one director to the Company’s Board. Down-Round Antidilution Protection In the event the Company issues its common stock without consideration or for consideration per share that is less than the conversion price in effect for each series of the redeemable convertible preferred stock, then the conversion price for that series shall be reduced to increase the number of shares of common stock into which such series of redeemable convertible preferred shares is convertible.

WARRANTS TO PURCHASE REDEEMABLE

WARRANTS TO PURCHASE REDEEMABLE CONVERTIBLE PREFERRED STOCK	12 Months Ended
	Dec. 31, 2022
Notable Labs Inc [Member]
Restructuring Cost and Reserve [Line Items]
WARRANTS TO PURCHASE REDEEMABLE CONVERTIBLE PREFERRED STOCK	Note 9. Warrants to Purchase Redeemable Convertible Preferred Stock WARRANTS TO PURCHASE REDEEMABLE CONVERTIBLE PREFERRED STOCK In connection with the issuance of Series C redeemable convertible preferred stock, the Company issued warrants to purchase Series C redeemable convertible preferred stock (“Series C Warrant”, collectively “Series C Warrants”). The Series C Warrant holders are entitled to purchase up to 1,510,138 7.13 The Company measures its Series C Warrant liability, classified as a Level 3 liability, at fair value on a recurring basis with the change in fair value recorded in the consolidated statements of operations and comprehensive loss until the warrants are exercised, expire or other facts and circumstances lead the warrant liability to be reclassified as an equity instrument. The fair value is determined using an option-pricing backsolve method. The fair value of the Series C Warrant Liability as of December 31, 2022 was determined by using a probability weighted expected return method under a scenario in which the Company completes a merger with a public company and a scenario in which the Company continues to operate until a later exit, which was estimated using the option pricing method. The following assumptions were used in estimating the fair value of the warrants: SCHEDULE OF ESTIMATING THE FAIR VALUE OF THE WARRANTS As of issuance in July 2022: Risk-free interest rate 3.11 % Expected life (years) 2.5 Expected volatility 95.0 % Annual dividend yield 0.0 % As of December 31, 2022: Risk-free interest rate 4.41 % Expected life (years) 2.00 Expected volatility 95.0 % Annual dividend yield 0.00 % Warrants and rights outstanding measurement input 0.00 % The following is a summary of the Company’s redeemable convertible preferred stock warrant liability activity for the years ended December 31, 2022: SCHEDULE OF REDEEMABLE CONVERTIBLE PREFERRED STOCK WARRANT LIABILITY ACTIVITY Redeemable convertible preferred stock warrant liability Balance as of December 31, 2021 $ — Fair value of warrants at issuance 2,053 Change in fair value 3,060 Balance as of December 31, 2022 $ 5,113

EQUITY INCENTIVE PLAN AND STOCK

EQUITY INCENTIVE PLAN AND STOCK BASED COMPENSATION EXPENSE	12 Months Ended
	Dec. 31, 2022
Notable Labs Inc [Member]
Restructuring Cost and Reserve [Line Items]
EQUITY INCENTIVE PLAN AND STOCK BASED COMPENSATION EXPENSE	Note 10. Equity Incentive Plan and Stock Based Compensation Expense EQUITY INCENTIVE PLAN AND STOCK BASED COMPENSATION EXPENSE 2015 Equity Incentive Plan The Company adopted the 2015 Equity Incentive Plan (the “2015 Plan”) in August 2015, which provides for the granting of ISO, NSO, and restricted shares to employees, directors, and consultants. The 2015 Plan authorized a total of 591,394 2,547,746 2,243,140 500,000 5,882,280 Options under the 2015 Plan may be granted for periods of up to 10 years and at prices no less than 100% of the estimated fair value of the underlying shares of common stock on the date of grant as determined by the Board provided that the exercise price of an ISO granted to a 10% stockholder shall not be less than 110% of the estimated fair value of the shares on the date of grant. The 2015 Plan requires that options be exercised no later than 10 years after the grant. The following summarizes stock option activity under the 2015 Plan: SCHEDULE OF STOCK OPTION ACTIVITY Options Outstanding Total Options Outstanding Weighted-Average Exercise Price Weighted-Average Remaining Contractual Life Aggregate Intrinsic Value (in years) (in thousands) Outstanding as of December 31, 2021 4,748,713 $ 1.39 6.6 $ 741 Granted 210,000 $ 1.55 Exercised (88,500 ) $ 0.71 Cancelled (2,022,729 ) $ 1.39 Outstanding as of December 31, 2022 2,847,484 $ 1.43 7.3 $ 1,419 Exercisable as of December 31, 2022 1,757,275 $ 1.36 6.6 $ 998 Vested and expected to vest as of December 31, 2022 2,847,484 $ 1.43 7.3 $ 1,419 The aggregate intrinsic value of stock options exercised was $ 74 22 no Stock-Based Compensation Expense Weighted-average grant date fair value of the options granted during the years ended December 31, 2022, and 2021, was $ 1.03 0.91 ● Risk-free interest rate ● Expected volatility ● Expected term ● Expected dividend rate The fair value of employee stock options during the years ended December 31, 2022, and 2021 was estimated using the following weighted-average assumptions: SCHEDULE OF FAIR VALUE OF EMPLOYEE STOCK OPTIONS Year ended December 31, 2022 2021 Expected term (in years) 6.00 5.68 Risk-free interest rate 1.61 % 1.07 % Expected dividend rate 0.0 % 0.0 % Expected volatility 75.73 % 67.81 % The following table summarizes the components of stock-based compensation expense relating to options recognized in the Company’s statement of operations and comprehensive loss (in thousands): SCHEDULE OF COMPONENTS OF STOCK BASED COMPENSATION EXPENSES Year ended December 31, 2022 2021 Research and development $ 146 $ 178 General and administrative 435 601 Total $ 581 $ 779 Stock-based compensation expense $ 581 $ 779 As of December 31, 2022, the total stock-based compensation expense related to stock awards not yet recognized was $ 1.0 2.2

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	12 Months Ended
	Dec. 31, 2022
Notable Labs Inc [Member]
Restructuring Cost and Reserve [Line Items]
COMMITMENTS AND CONTINGENCIES	Note 11. Commitments and Contingencies COMMITMENTS AND CONTINGENCIES Employee Benefit Plan The Company sponsors a 401(k) defined contribution plan for its employees. This plan provides for tax-deferred salary deductions for all employees. Employee contributions are voluntary. Employees may contribute up to 100 Contingencies 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 years ended December 31, 2022 or 2021 and no material legal proceedings are currently pending or threatened. 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 December 31, 2022 and 2021.

INCOME TAXES

INCOME TAXES	12 Months Ended
	Dec. 31, 2022
Notable Labs Inc [Member]
Restructuring Cost and Reserve [Line Items]
INCOME TAXES	Note 12. Income Taxes INCOME TAXES The reconciliation of the federal statutory income tax to the Company’s effective income tax expense from the year ended December 31, 2022 and December 31, 2021 is as follows (in thousands): SCHEDULE OF FEDERAL STATUTORY INCOME TAX Year Ended December 31, 2022 2021 Federal statutory income tax 21.0 % 21.0 % State income taxes 7.7 5.9 PPP loan forgiveness 1.5 1.0 Share-based compensation (0.2 ) (0.6 ) R&D credits 4.2 5.1 ASC 740-10 reserve (1.0 ) (1.3 ) SAFE Liability remeasurement (3.7 ) — Other (1.0 ) (0.1 ) Change in valuation allowance (28.5 ) (31.0 ) Total provision for income taxes — % — % Deferred income taxes reflect the net tax effect of temporary differences between amounts recorded for financial reporting purposes and the amounts used for tax purposes. Deferred income taxes consist of the following (in thousands): SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES December 31, 2022 2021 Deferred tax assets: Net operating loss carryforwards $ 15,403 $ 13,176 Tax credit carryforwards 2,675 2,227 Property and equipment 23 7 Capitalized research and experimental cost 1,401 — Stock compensation 252 228 Other 96 113 Subtotal 19,850 15,751 Valuation allowance (19,850 ) (15,751 ) Net deferred tax assets (liabilities) $ — $ — A valuation allowance is provided when it is more likely than not that the deferred tax assets will not be realized. Due to the uncertainties surrounding the realization of deferred tax assets through future taxable income, the Company has provided a full valuation allowance and therefore no benefit has been recognized for the net operating loss carryforwards and other deferred tax assets. The valuation allowance increased by $ 4.1 57.4 38.1 51.9 26.0 As of December 31, 2022, the Company had federal and California research and development (“R&D”) credit carryforwards of approximately $ 1.9 1.6 1.6 1.4 The Company’s ability to utilize net operating losses in the future may be subject to substantial restriction in the event of past or future ownership changes as defined in Section 382 of the Internal Revenue Code and similar state tax laws. In the event the Company should experience an ownership change, as defined, utilization of its net operating loss carryforwards and credits may be subject to a substantial annual limitation. The annual limitation may result in the expiration of net operating losses and credits before utilization. The Company complies with ASC 740-10, Accounting for Uncertainty in Income Taxes, which prescribes a comprehensive model for the recognition, measurement, presentation and disclosure in financial statements of any uncertain tax positions that have been taken or expected to be taken on a tax return. The Company adopted the provisions set forth in FASB ASC Topic 740-10, issued originally as FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes Uncertain tax positions are comprised as follows: SCHEDULE OF UNCERTAIN TAX POSITIONS December 31, 2022 2021 Balance at the beginning of the period $ 742 $ 536 Additions for tax positions taken in current year 150 206 Ending balance $ 892 $ 742 In connection with the unrecognized tax benefits noted above, no The Company files federal income tax returns and income tax returns for several states within the United States. The Company is not currently under examination by income tax authorities in Federal or State jurisdictions. All tax returns will remain open for examination by the Federal and State authorities for three and four years, respectively, from the date of utilization of any NOL.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	12 Months Ended
	Dec. 31, 2022
Notable Labs Inc [Member]
Related Party Transaction [Line Items]
RELATED PARTY TRANSACTIONS	Note 13. Related Party Transactions RELATED PARTY TRANSACTIONS During 2022 and 2021, the Company recorded general and administrative expenses of $ 0.3 0.4 60,000 0

NET LOSS PER SHARE

NET LOSS PER SHARE	12 Months Ended
	Dec. 31, 2022
Notable Labs Inc [Member]
Restructuring Cost and Reserve [Line Items]
NET LOSS PER SHARE	Note 14. Net Loss Per Share NET LOSS PER SHARE The following table sets forth the computation of the basic and diluted net loss per share (in thousands except share and per share data): SCHEDULE OF EARNINGS PER SHARE BASIC AND DILUTED Year ended December 31, 2022 2021 Numerator: Net loss $ (14,407 ) $ (16,052 ) Denominator: Weighted-average shares of common stock outstanding used to compute net loss per share, basic and diluted 10,423,934 5,651,101 Net loss per share, basic and diluted: $ (1.38 ) $ (2.84 ) The Company’s potentially dilutive securities have been excluded from the computation of diluted net loss per share as the effect would be antidilutive. Therefore, the weighted-average number of shares of Common Stock outstanding used to calculate both basic and diluted net loss per share is the same. Potentially dilutive securities that were not included in the diluted per share calculations because they would be anti-dilutive were as follows: SCHEDULE OF ANTI-DILUTIVE SECURITIES BASIC AND DILUTED Year Ended December 31, 2022 2021 Series A-1 redeemable convertible preferred stock 1,815,484 3,583,743 Series A-2 redeemable convertible preferred stock 308,602 1,194,403 Series A-3 redeemable convertible preferred stock 191,493 1,234,382 Series A-4 redeemable convertible preferred stock — 956,297 Series A-5 redeemable convertible preferred stock — 114,573 Series A-6 redeemable convertible preferred stock — 1,779,996 Series B-1 redeemable convertible preferred stock 58,220 775,744 Series B-2 redeemable convertible preferred stock 3,497,953 5,898,990 Series C-1 redeemable convertible preferred stock 848,856 — Series C-2 redeemable convertible preferred stock 661,282 — Warrants to purchase redeemable convertible preferred stock 1,510,138 — Stock options, issued and outstanding 2,847,484 4,748,713 Total 11,739,512 20,286,841

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	12 Months Ended
	Dec. 31, 2022
Notable Labs Inc [Member]
Restructuring Cost and Reserve [Line Items]
SUBSEQUENT EVENTS	Note 15. Subsequent Events SUBSEQUENT EVENTS The Company has evaluated all events occurring through May 11, 2023, the date on which the consolidated financial statements were available for issuance, during which time, nothing has occurred outside the normal course of business operations that would require disclosure other than the events disclosed below. Agreement and Plan of Merger On February 22, 2023, the Company entered into a Merger Agreement with VBL and Vibrant Merger Sub, Inc., a Delaware corporation and VBL’s direct, wholly-owned subsidiary (“Merger Sub”), pursuant to which, and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, Notable will be merged with and into Merger Sub (such transaction, the “Merger”) at the effective time of the Merger (the “Effective Time”), with Notable continuing after the Merger as the surviving corporation and a wholly-owned subsidiary of VBL. At the Effective Time, each outstanding share of Notable capital stock will be converted into the right to receive VBL ordinary shares, as set forth in the Merger Agreement. Under the exchange ratio formula in the Merger Agreement, immediately following the Effective Time, the former Notable securityholders are expected to own approximately 76% 24% The Merger Agreement provides that, immediately following the Effective Time, the board of directors of the combined organization will consist of up to seven directors, with one director designated by VBL. Upon the closing of the transaction, the combined organization will be led by Notable’s chief executive officer and executive management team. In connection with the Merger, VBL will seek to amend its articles of incorporation to: (i) effect an increase of its registered share capital and/or effect a reverse split of its ordinary shares at a ratio to be determined; (ii) change its name to “Notable Labs, Ltd.”; and (iii) make other such changes as mutually agreeable to VBL and Notable. VBL and Notable’s obligations to consummate the Merger are subject to the satisfaction or waiver of customary closing conditions, including, among others, obtaining the requisite approval of VBL’s stockholders, obtaining the requisite approval of Notable’s stockholders, proceeds of Notable’s pre-closing financing, net of certain specified expenses, not being less than $ 5.0 15.0 Financing In connection with the Merger Agreement, the Company entered into Simple Agreements for Future Equity (the “SAFEs”) with certain investors by which the Company received $ 4.3 6,118,198 5,891,911 6.0 The Company’s closing of private financing will be recorded in the aggregate amount of approximately $ 10.3 4.4 6.0 Lease Extension In April 2023, the Company extended the lease for its facilities in Foster City, California. The term of the lease is extended beginning in June 2023 to May 2027. 2.2

SIGNIFICANT ACCOUNTING POLICI_2

SIGNIFICANT ACCOUNTING POLICIES (Policies) - Notable Labs Inc [Member]	12 Months Ended
	Dec. 31, 2022
Restructuring Cost and Reserve [Line Items]
Basis of Presentation	Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and include all adjustments necessary for the fair presentation of the Company’s financial position for the periods presented. Any reference in these notes to applicable accounting guidance is meant to refer to the authoritative GAAP included in the Accounting Standards Codification (“ASC”), and Accounting Standards Update (“ASU”) issued by the Financial Accounting Standards Board (“FASB”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).
Principles of Consolidation	Principles of Consolidation The consolidated financial statements include the accounts of Notable and its wholly owned subsidiary, all of which are denominated in US dollars. All intercompany balances and transactions have been eliminated in consolidation.
Use of Estimates	Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP generally requires management to make certain estimates and assumptions that affect the reported amounts in the consolidated financial statements and accompanying notes. The Company regularly evaluates estimates and assumptions related to assets and liabilities, and disclosures of contingent assets and liabilities at the dates of the consolidated financial statements and the reported amounts of expenses during the reporting period. Areas where management uses subjective judgments include, but are not limited to, measurement of lease liabilities and right of use assets, impairment of long-lived assets, stock-based compensation, accrued research and development costs, and redeemable convertible preferred stock warrant liability in the accompanying consolidated financial statements. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ materially from these estimates under different assumptions or conditions.
Concentration of Credit Risk and Other Risks and Uncertainties	Concentration of Credit Risk and Other Risks and Uncertainties Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents. The Company maintains bank deposits in federally insured financial institutions and these deposits may exceed federally insured limits. The Company is exposed to credit risk in the event of default by the financial institutions holding its cash and cash equivalents to the extent recorded in the balance sheet. The Company has not experienced any losses on its deposits of cash and cash equivalents. The Company is subject to a number of risks similar to other early-stage biopharmaceutical companies, including, but not limited to, the need to obtain adequate additional funding, possible failure of current or future preclinical studies or clinical trials, its reliance on third parties to conduct its clinical trials, the need to obtain regulatory and marketing approvals for its product candidates, competitors developing new technological innovations, the need to successfully commercialize and gain market acceptance of the Company’s product candidates, protection of its proprietary technology, and the need to secure and maintain adequate manufacturing arrangements with third parties. These efforts will require significant amounts of additional capital, adequate personnel infrastructure and extensive compliance and reporting. The Company’s product candidates are still in development and, to date, none of the Company’s product candidates have been approved for sale and, therefore, the Company has not generated any revenue from product sales. There can be no assurance that the Company’s research and development will be successfully completed, that adequate protection for the Company’s intellectual property will be obtained or maintained, that any products developed will obtain necessary government regulatory approval or that any approved products will be commercially viable. Even if the Company’s product development efforts are successful, it is uncertain when, if ever, the Company will generate revenue from product sales. The Company operates in an environment of rapid technological change and substantial competition from other pharmaceutical and biotechnology companies. In addition, the Company is dependent upon the services of its employees, consultants and other third parties. Significant customers are those that represent 10% 100% 39% 35% 16% 41% 59% 48,000
Segments	Segments The Company operates and manages its business as one
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less from the date of purchase to be cash and cash equivalents. Cash equivalents consist primarily of amounts invested in short-dated government and Treasury securities and are stated at fair value. As of December 31, 2022 the entire balance of cash and cash equivalents consisted of cash held in the Company’s checking accounts As of December 31, 2022 and 2021, the Company had no restricted cash.
Marketable Securities	Marketable Securities The Company’s investments in marketable securities have been classified and accounted for as available-for-sale securities. Fixed income securities consist of U.S. Treasury securities. The specific identification method is used to determine the cost basis of fixed income securities sold. These securities are recorded on the consolidated balance sheets at fair value. Unrealized gains and losses on these securities are included as a separate component of accumulated other comprehensive income (loss). The cost of investment securities is adjusted for amortization of premiums and accretion of discounts to maturity. Such amortization and accretion are included in other income, net. Realized gains and losses and declines in fair value judged to be other-than-temporary, if any, are also included in other income, net. The Company evaluates securities for other-than-temporary impairment at the balance sheet date. Declines in fair value determined to be other-than-temporary are also included in other income, net. All available-for-sale securities are considered available to support current operations and are classified as current assets.
Deferred Offering Costs	Deferred Offering Costs The Company capitalizes certain legal, professional accounting and other third-party fees that are directly associated with in-process equity financings as deferred offering costs until such financings are consummated. After consummation of the equity financing, these costs are recorded in stockholders’ deficit as a reduction of additional paid-in capital generated as a result of the offering. Should the in-process equity financing be abandoned, the deferred offering costs will be expensed immediately as a charge to operating expenses in the statements of operations. No
Property and Equipment, Net	Property and Equipment, Net Property and equipment are presented at cost, net of accumulated depreciation. Depreciation is recorded using the straight-line method over the estimated useful life and begins at the time the asset is placed in service. The estimated useful life of each asset category is as follows: SCHEDULE OF PROPERTY AND EQUIPMENT ESTIMATED USEFUL LIFE Computer equipment 3 Laboratory equipment 5 Furniture and office equipment 7 Leasehold improvements Lesser of useful life or remaining lease term Upon sale or retirement of assets, the cost and related accumulated depreciation are removed from the consolidated balance sheet and the resulting gain or loss is reflected in the consolidated statement of operations and comprehensive loss. Maintenance and repairs are charged to expense as incurred and costs of major replacements or improvements are capitalized.
Impairment of Long-Lived Assets	Impairment of Long-Lived Assets The Company evaluates the carrying amount of its long-lived assets, such as property and equipment, whenever events or changes in circumstances indicate that the assets may not be recoverable. The recoverability of assets to be held and used is assessed by comparing the carrying amount to the estimated undiscounted future cash flows expected to be generated by the asset or asset group. If the carrying amount exceeds the estimated undiscounted future cash flows, an impairment loss is recognized for the excess of the book value of the asset over fair value. There was no
Revenue Recognition	Revenue Recognition Through the middle of the year ended December 31, 2021, the Company’s central revenue generating activities and performance obligations consisted of performing diagnostic services using its proprietary platform that was utilized by entities primarily engaged in their own research and development efforts to identify therapeutic combinations in a more targeted and efficient method of drug discovery. In the year ended 2021, the Company transitioned its approach of performing such services for others to using its own platform to identify proprietary therapeutic approaches in specific potential patient populations. All major projects for historical customers were complete before the end of the year ended December 31, 2021. The Company continued to perform certain diagnostics services on a limited basis as an outsourced provider through the year ended December 31, 2022, but such activities do not represent its major and ongoing central operations. The Company recognizes revenue from diagnostic services in the amount that reflects the consideration that it expects to be entitled as the Company performs its obligation under a contract with a customer by processing diagnostic tests on laboratory samples and making the test results available to its customers. Revenue is recorded considering a five-step revenue recognition model that includes identifying the contract with a customer, identifying the performance obligations in the contract, determining the transaction price, allocating the transaction price to the performance obligations, and recognizing revenue when, or as, an entity satisfies a performance obligation. The Company generally has a contract or a purchase order from a customer with the specified required terms, including the number of diagnostic samples to be performed. The Company has not received any advance payments for which there are any remaining performance obligations. Accordingly, no deferred revenue is recorded as of December 31, 2022 and 2021. The Company has not recorded any contract assets as of December 31, 2022 and 2021 as the Company has not completed any performance obligations for which it has not been able to bill its customers. Costs of services revenue are immaterial and recorded in operating expenses.
Leases	Leases Under ASC 842 Leases The Company determines whether leases meet the classification criteria of a finance or operating lease at the lease commencement date considering: (1) whether the lease transfers ownership of the underlying asset to the lessee at the end of the lease term, (2) whether the lease grants the lessee an option to purchase the underlying asset that the lessee is reasonably certain to exercise, (3) whether the lease term is for a major part of the remaining economic life of the underlying asset, (4) whether the present value of the sum of the lease payments and residual value guaranteed by the lessee equals or exceeds substantially all of the fair value of the underlying asset, and (5) whether the underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term. As of December 31, 2022 and 2021, the Company’s lease population consisted of real estate and laboratory equipment, all of which are classified as operating leases. As of December 31, 2022 and 2021, the Company did not have finance leases. Operating lease right-of-use (“ROU”) assets and operating lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. ROU assets represent the Company’s right to use an underlying asset for the lease term and operating lease liabilities represent the Company’s obligation to make lease payments arising from the lease. In determining the present value of lease payments, the Company uses its incremental borrowing rate based on the information available at the lease commencement date if the rate implicit in the lease is not readily determinable. The Company determines the incremental borrowing rate based on the information available at the lease commencement date, which represents an internally developed rate that would be incurred to borrow, on a collateralized basis, over a similar term, an amount equal to the lease payments in a similar economic environment. Applying different judgments to the same facts and circumstances could result in the estimated amounts to vary. The operating lease ROU assets also include adjustments for prepayments and accrued lease payments and exclude lease incentives. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options. Operating lease cost for the minimum fixed lease payments is recognized on a straight-line basis over the lease term. Variable lease costs that are not considered fixed are expensed as incurred. Variable lease costs represent payments that are dependent on usage, a rate or index. Variable lease cost primarily relates to various operating expenses such as common area maintenance charges. Fixed and variable lease expense on operating leases is recognized within operating expenses within the Company’s statements of operations and comprehensive loss. Real estate lease agreements that include lease and non-lease components are accounted for as a single lease component. The Company has elected to not combine lease and non-lease components for laboratory equipment leases. Lease agreements with a noncancelable term of less than 12 months are not recorded on the Company’s consolidated balance sheet. Lease expense related to such short-term leases is recognized on a straight-line basis over the lease term.
Redeemable Convertible Preferred Stock	Redeemable Convertible Preferred Stock The Company records redeemable convertible preferred stock at fair value on the dates of issuance, unless an exception applies, net of issuance costs. The redeemable convertible preferred stock has been classified outside of stockholders’ deficit as temporary equity on the accompanying balance sheet because the shares contain certain redemption features that are not solely within the control of the Company. The redeemable convertible preferred stock is not generally redeemable; however, upon certain change in control events including liquidation, sale or transfer of control of the Company, holders of the redeemable convertible preferred stock may have the right to receive its liquidation preference under the terms of the Company’s certificate of incorporation. The carrying values of the redeemable convertible preferred stock are adjusted to their liquidation preferences if and when it becomes probable that such a liquidation event will occur.
Redeemable Convertible Preferred Stock Warrant Liabilities	Redeemable Convertible Preferred Stock Warrant Liabilities The Company classifies warrants to purchase redeemable convertible preferred stock as liabilities at fair value when the underlying shares are contingently redeemable and adjusts the instruments to fair value at each reporting period. The warrants to purchase redeemable convertible preferred stock are subject to re-measurement at each balance sheet date until exercised or expired, and any change in fair value is recognized as a component of other income, net in the consolidated statements of operations and comprehensive loss. Offering costs associated with the issuance of redeemable convertible preferred stock warrant liabilities are allocated on a relative basis and expensed as incurred.
Research and Development Expenses	Research and Development Expenses Research and development expenses are charged to expense as incurred. Research and development expenses include payroll and personnel costs related to research and development activities, materials costs, external clinical drug product manufacturing costs, outside services costs, repair, maintenance and depreciation costs for research and development equipment, as well as facility costs used for research and development activities. Nonrefundable advance payments for goods or services that will be used or rendered for future research and development activities are capitalized and expensed as the goods are delivered or the related services are performed. The Company continues to evaluate whether it expects the goods to be delivered or services to be rendered and charges to expense any portion of the advance payment that has been capitalized when the entity no longer expects the goods to be delivered or services to be rendered.
Accrued Research and Development Expenses	Accrued Research and Development Expenses The Company records accruals for estimated costs of research, preclinical studies, clinical trials, and manufacturing development, within accrued expenses and other current liabilities which are significant components of research and development expenses. Some of the Company’s ongoing research and development activities is conducted by third-party service providers, contract research organizations (“CROs”) and contract development and manufacturing organizations (“CDMOs”). The financial terms of these contracts are subject to negotiations, which vary from contract to contract and may result in payment flows that do not match the periods over which materials or services are provided to the Company under such contracts. The Company accrues the costs incurred under agreements with these third parties based on estimates of actual work completed in accordance with the respective agreements. The Company determines the estimated costs through discussions with internal personnel and external service providers as to the progress, stage of completion or actual timeline (start-date and end-date) of the services and the agreed-upon fees to be paid for such services. If the actual timing of the performance of services or the level of effort varies from the estimate, the Company adjusts accrued expenses or prepaid expenses accordingly, which impact research and development expenses. Although the Company does not expect its estimates to be materially different from amounts actually incurred, the Company’s understanding of the status and timing of services performed relative to the actual status and timing of services performed may vary and may result in reporting amounts that are too high or too low in any particular period. To date, there have not been any material adjustments to the Company’s prior estimates of research and development expenses.
Stock-Based Compensation Expense	Stock-Based Compensation Expense The Company maintains an equity incentive plan as a long-term incentive for employees, consultants, and directors. The plan allows for the issuance of incentive stock options (“ISO”), non-statutory stock options (“NSO”), and restricted stock awards. The Company measures the estimated fair value of the stock-based awards on the date of the grant and recognizes compensation expense for those awards over the requisite service period, which is generally the vesting period of the respective awards. The Company records expense for awards with service-based vesting using the straight-line method. The Company accounts for forfeitures as they occur. For performance-based awards, the Company recognizes share-based compensation expense over the requisite service period using the accelerated attribution method when achievement of the performance criteria becomes probable. The fair value of each stock award is determined based on the number of shares granted and the value of the Company’s common stock on the date of grant. The absence of an active market for the Company’s common and restricted stock requires the Company’s Board of Directors (the “Board”) to determine the fair value of its common and restricted stock for purposes of granting stock awards with assistance from management and an independent third-party valuation firm. The fair value of each stock option award is estimated on the date of grant using the Black-Scholes option pricing model. The Black-Scholes option-pricing model requires the use of a number of complex, subjective assumptions including the estimated fair value of the common stock, expected volatility, risk-free interest rate, expected dividend rate, and expected term of the option. The Company has been a private company and lacks company-specific historical and implied fair value information, therefore, determining the best estimated fair value of the Company’s common and restricted stock requires significant judgment. The Company’s Board considers numerous objective and subjective factors to determine the fair value of the Company’s common stock options at each meeting in which awards are approved. The factors considered include, but are not limited to (i) the results of contemporaneous independent third-party valuations of the Company’s common stock and the prices, rights, preferences and privileges of the Company’s redeemable convertible preferred stock relative to those of its common stock; (ii) the lack of marketability of the Company’s common stock; (iii) actual operating and financial results; (iv) current business conditions and projections in relation to the Company’s stage of development; (v) the likelihood of achieving a liquidity event, such as an initial public offering or sale of the Company, given prevailing market conditions; (vi) precedent transactions involving the Company’s shares; and (vii) significant milestones and progress of research and development efforts. The Company determined the expected stock volatility using a weighted average of the historical volatility of a group of guideline companies that issued options with substantially similar terms, and expects to continue to do so until such time as the Company has adequate historical data regarding the volatility of its own traded stock price. The expected term of the Company’s stock options has been determined utilizing the simplified method. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. The Company has not paid, and does not anticipate paying, cash dividends on its common stock; therefore, the expected dividend yield is assumed to be zero. The Company classifies stock-based compensation expense in its consolidated statements of operations and comprehensive loss in the same manner in which the award recipient’s cash compensation costs are classified. See Note 10 for the assumptions used by the Company in determining the grant date fair value of stock-based awards granted, as well as a summary of the stock-based award activity under the Company’s equity incentive plan for the year ended December 31, 2022.
Fair Value Measurement	Fair Value Measurement Fair value accounting is applied for all financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. Financial instruments such as cash and cash equivalents, accounts payable and accrued liabilities approximate fair value due to their relatively short maturities. Assets and liabilities recorded at fair value on a recurring basis in the balance sheet are categorized based on the level of judgment associated with the inputs used to measure their fair values. Fair value is defined as the exchange price that would be received for an asset or an exit price that would be paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company determines the fair value of financial assets and liabilities using the fair value hierarchy that describes three levels of inputs that may be used to measure fair value, as follows: Level 1 Observable inputs such as unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. Level 2 Inputs (other than quoted prices included in Level 1) are either directly or indirectly observable for the asset or liability. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. Level 3 Unobservable inputs that reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model.
Comprehensive Loss	Comprehensive Loss Comprehensive loss includes net loss and other comprehensive loss for the period. Other comprehensive loss consists of net unrealized losses on marketable securities.
Income Taxes	Income Taxes The Company accounts for income taxes using the liability method, whereby deferred tax asset and liability account balances are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides a valuation allowance when it is more likely than not that some portion, or all of the Company’s deferred tax assets will not be realized. The Company accounts for income tax contingencies using a benefit recognition model. If it considers that a tax position is more likely than not to be sustained upon audit, based solely on the technical merits of the position, it recognizes the benefit. The Company measures the benefit by determining the amount that is greater than 50% likely of being realized upon settlement, presuming that the tax position is examined by the appropriate taxing authority that has full knowledge of all relevant information. The Company is subject to taxation in the United States federal jurisdiction and various state jurisdictions. Due to the Company’s losses incurred, the Company is subject to the income tax examination by authorities since inception. The Company’s policy is to recognize interest expense and penalties related to income tax matters as a component of income tax expense. As of December 31, 2022, there were no significant accruals for interest related to unrecognized tax benefits or tax penalties.
Net Loss Per Share	Net Loss Per Share Basic net loss per share attributable to common stockholders is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period, without consideration for potentially dilutive securities. Diluted net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common stock and potentially dilutive securities outstanding for the period. For purposes of the diluted net loss per share calculation, redeemable convertible preferred stock, stock options, and warrants to purchase redeemable convertible preferred stock are considered to be potentially dilutive securities. The Company applies the two-class method to calculate its basic and diluted net loss per share as the Company has issued shares that meet the definition of participating securities. The two-class method is an earnings allocation formula that treats a participating security as having rights to earnings that otherwise would have been available to common stockholders. The Company’s participating securities contractually entitle the holders of such shares to participate in dividends, but do not contractually require the holders of such shares to participate in losses of the Company. Accordingly, in periods in which the Company reports a net loss, such losses are not allocated to such participating securities. Accordingly, in periods in which the Company reports a net loss, diluted net loss per share is the same as basic net loss per share, since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive.
Commitments and Contingencies	Commitments and Contingencies Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded if and when it is probable that a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred.
Recent Accounting Pronouncements	Recent Accounting Pronouncements 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. Other than the recently adopted accounting pronouncements discussed below, other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not, or are not believed by management to, have a material impact on the Company’s financial position, results of operations or cash flows.
Recently Adopted Accounting Pronouncements	Recently Adopted Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06 (Subtopic 470-20): Debt - Debt with Conversion and Other Options In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes

SIGNIFICANT ACCOUNTING POLICI_3

SIGNIFICANT ACCOUNTING POLICIES (Tables)	12 Months Ended
	Dec. 31, 2022
Notable Labs Inc [Member]
Restructuring Cost and Reserve [Line Items]
SCHEDULE OF PROPERTY AND EQUIPMENT ESTIMATED USEFUL LIFE	Property and equipment are presented at cost, net of accumulated depreciation. Depreciation is recorded using the straight-line method over the estimated useful life and begins at the time the asset is placed in service. The estimated useful life of each asset category is as follows: SCHEDULE OF PROPERTY AND EQUIPMENT ESTIMATED USEFUL LIFE Computer equipment 3 Laboratory equipment 5 Furniture and office equipment 7 Leasehold improvements Lesser of useful life or remaining lease term

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables) - Notable Labs Inc [Member]	12 Months Ended
	Dec. 31, 2022
Restructuring Cost and Reserve [Line Items]
SCHEDULE OF FAIR VALUE ON RECURRING BASIC ASSETS AND LIABILITIES	The following table sets forth the Company’s financial assets and liabilities that are measured at fair value on a recurring basis by level with the fair value hierarchy (in thousands): SCHEDULE OF FAIR VALUE ON RECURRING BASIC ASSETS AND LIABILITIES As of December 31, 2022 Level 1 Level 2 Level 3 Total Fair Value Liabilities Preferred stock warrant liability $ — $ — $ 5,113 $ 5,113 As of December 31, 2021 Level 1 Level 2 Level 3 Total Fair Value Assets Short-term marketable securities $ 872 $ — $ — $ 872
SCHEDULE OF FAIR VALUE AVAILABLE FOR SALE SECURITIES	SCHEDULE OF FAIR VALUE AVAILABLE FOR SALE SECURITIES December 31, 2021 Level Amortized Gross Gross Fair Value Short-term marketable securities: U.S. Treasury securities Level 1 $ 872 $ — $ — $ 872 Total $ 872 $ — $ — $ 872

BALANCE SHEET COMPONENTS (Table

BALANCE SHEET COMPONENTS (Tables) - Notable Labs Inc [Member]	12 Months Ended
	Dec. 31, 2022
Restructuring Cost and Reserve [Line Items]
SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS	The following table presents the components of prepaid expenses and other current assets as of December 31, 2022 and 2021 (in thousands): SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS 2022 2021 December 31, 2022 2021 Accounts receivable $ 8 $ 48 Employee retention credit 1,237 1,293 Prepaid expenses 119 296 Prepaid benefits 37 48 Prepaid clinical expenses 6 116 Total prepaid expenses and other current assets $ 1,407 $ 1,801
SCHEDULE OF PROPERTY AND EQUIPMENT	The following table presents the components of property and equipment, net, as of December 31, 2022 and 2021 (in thousands): SCHEDULE OF PROPERTY AND EQUIPMENT 2022 2021 December 31, 2022 2021 Computer equipment $ 171 $ 155 Laboratory equipment 1,950 1,990 Furniture and office equipment 29 23 Leasehold improvements 73 73 Property and equipment, Gross 2,223 2,241 Less: accumulated depreciation (1,781 ) (1,490 ) Total property and equipment, net $ 442 $ 751
SCHEDULE OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES	The following table presents the components of accrued expenses and other current liabilities as of December 31, 2022 and 2021 (in thousands): SCHEDULE OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES 2022 2021 December 31, 2022 2021 Accrued expenses $ 651 894 Accrued employee expenses 10 13 Accrued bonuses 239 217 Total accrued expenses and other current liabilities $ 900 $ 1,124

LEASES (Tables)

LEASES (Tables) - Notable Labs Inc [Member]	12 Months Ended
	Dec. 31, 2022
LeasesLineItems [Line Items]
SCHEDULE OF LEASE COST	The following table summarizes total lease expense during the year ended December 31, 2022 and 2021 (in thousands): SCHEDULE OF LEASE COST December 31, 2022 December 31, 2021 Cash paid for operating lease liabilities $ 751 $ 732 Operating lease expense 749 747 Variable lease expense 94 94 Short-term lease expense 167 126
SCHEDULE OF MATURITIES OF THE FINANCE LEASE TO THE FINANCE LEASE LIABILITIES	The following table summarizes maturities of lease liabilities and the reconciliation of lease liabilities as of December 31, 2022 (in thousands): SCHEDULE OF MATURITIES OF THE FINANCE LEASE TO THE FINANCE LEASE LIABILITIES Lease Obligation 2023 $ 366 2024 and thereafter — Total future undiscounted lease payments 366 Less: imputed interest (5 ) Total lease liabilities $ 361
SCHEDULE OF ROU ASSETS AND RELATED LEASE LIABILITIES	Information related to the Company’s ROU assets and related lease liabilities was as follows (in thousands except for remaining lease term and discount rate): SCHEDULE OF ROU ASSETS AND RELATED LEASE LIABILITIES December 31, 2022 Facilities Leases Equipment Leases Current operating lease liabilities $ 211 $ 150 Non-current operating lease liabilities — — Weighted average remaining lease term in years 0.3 0.7 Weighted average discount rate 7.0 % 7.2 % December 31, 2021 Facilities Leases Equipment Leases Current operating lease liabilities $ 490 $ 77 Non-current operating lease liabilities 197 41 Weighted average remaining lease term in years 1.3 1.4 Weighted average discount rate 7.0 % 5.6 %

CAPITAL STRUCTURE (Tables)

CAPITAL STRUCTURE (Tables) - Notable Labs Inc [Member]	12 Months Ended
	Dec. 31, 2022
Restructuring Cost and Reserve [Line Items]
SCHEDULE OF COMMON SHARES RESERVED FOR FUTURE ISSUANCE	Common shares reserved for future issuance, on an as-if converted basis, as of December 31, 2022 and December 31, 2021, consists of the following: SCHEDULE OF COMMON SHARES RESERVED FOR FUTURE ISSUANCE December 31, 2022 2021 Series A redeemable convertible preferred stock 2,315,579 8,863,394 Series B redeemable convertible preferred stock 3,556,173 6,674,734 Series C redeemable convertible preferred stock 1,510,138 — Series C warrants to purchase redeemable convertible preferred stock 1,510,138 — Stock options, issued and outstanding 2,847,484 4,748,713 Stock options, authorized for future issuance 2,876,298 541,351 Total 14,615,810 20,828,192 Common shares reserved for future issuance 14,615,810 20,828,192
SCHEDULE OF REDEEMABLE CONVERTIBLE PREFERRED STOCK	As of December 31, 2022 and December 31, 2021, redeemable convertible preferred stock consisted of the following (in thousands, except share amounts): SCHEDULE OF REDEEMABLE CONVERTIBLE PREFERRED STOCK As of December 31, 2022 Series Shares Authorized Shares Issued and Outstanding Original Issue Price Aggregate Liquidation Amount Carrying amount Series A A-1 3,583,743 1,815,484 $ 2.9163 $ 5,294 $ 5,289 A-2 1,194,403 308,602 2.6247 810 858 A-3 1,234,382 191,493 2.3238 445 506 A-4 956,297 — 1.0457 — — A-5 114,573 — 0.8728 — — A-6 1,779,996 — 0.3485 — — Series A subtotal 8,863,394 2,315,579 - 6,549 6,653 Series B B-1 775,744 58,220 5.15279 300 235 B-2 5,898,990 3,497,953 6.0621 21,205 21,205 Series B subtotal 6,674,734 3,556,173 - 21,505 21,440 Series C C-1 17,487,180 848,856 7.1319 6,054 4,692 C-2 661,370 661,282 6.062115 4,009 2,567 Series C subtotal 18,148,550 1,510,138 - 10,063 7,259 Total 33,686,678 7,381,890 - $ 38,117 $ 35,352 As of December 31, 2021 Series Shares Authorized Shares Issued and Outstanding Original Issue Price Aggregate Liquidation Amount Carrying amount Series A A-1 3,583,743 3,583,743 $ 2.9163 $ 10,451 $ 10,434 A-2 1,194,403 1,194,403 2.6247 3,135 3,320 A-3 1,234,382 1,234,382 2.3238 2,868 3,259 A-4 956,297 956,297 1.0457 1,000 2,047 A-5 114,573 114,573 0.8728 100 238 A-6 1,779,996 1,779,996 0.3485 620 620 Series A subtotal 8,863,394 8,863,394 - 18,174 19,918 Series B B-1 775,744 775,744 5.15279 3,997 3,137 B-2 6,598,373 5,898,990 6.0621 35,760 35,760 Series B subtotal 7,374,117 6,674,734 - 39,757 38,897 Total 16,237,511 15,538,128 - $ 57,931 $ 58,815

WARRANTS TO PURCHASE REDEEMAB_2

WARRANTS TO PURCHASE REDEEMABLE CONVERTIBLE PREFERRED STOCK (Tables) - Notable Labs Inc [Member]	12 Months Ended
	Dec. 31, 2022
Restructuring Cost and Reserve [Line Items]
SCHEDULE OF ESTIMATING THE FAIR VALUE OF THE WARRANTS	The following assumptions were used in estimating the fair value of the warrants: SCHEDULE OF ESTIMATING THE FAIR VALUE OF THE WARRANTS As of issuance in July 2022: Risk-free interest rate 3.11 % Expected life (years) 2.5 Expected volatility 95.0 % Annual dividend yield 0.0 % As of December 31, 2022: Risk-free interest rate 4.41 % Expected life (years) 2.00 Expected volatility 95.0 % Annual dividend yield 0.00 % Warrants and rights outstanding measurement input 0.00 %
SCHEDULE OF REDEEMABLE CONVERTIBLE PREFERRED STOCK WARRANT LIABILITY ACTIVITY	The following is a summary of the Company’s redeemable convertible preferred stock warrant liability activity for the years ended December 31, 2022: SCHEDULE OF REDEEMABLE CONVERTIBLE PREFERRED STOCK WARRANT LIABILITY ACTIVITY Redeemable convertible preferred stock warrant liability Balance as of December 31, 2021 $ — Fair value of warrants at issuance 2,053 Change in fair value 3,060 Balance as of December 31, 2022 $ 5,113

EQUITY INCENTIVE PLAN AND STO_2

EQUITY INCENTIVE PLAN AND STOCK BASED COMPENSATION EXPENSE (Tables) - Notable Labs Inc [Member]	12 Months Ended
	Dec. 31, 2022
Restructuring Cost and Reserve [Line Items]
SCHEDULE OF STOCK OPTION ACTIVITY	The following summarizes stock option activity under the 2015 Plan: SCHEDULE OF STOCK OPTION ACTIVITY Options Outstanding Total Options Outstanding Weighted-Average Exercise Price Weighted-Average Remaining Contractual Life Aggregate Intrinsic Value (in years) (in thousands) Outstanding as of December 31, 2021 4,748,713 $ 1.39 6.6 $ 741 Granted 210,000 $ 1.55 Exercised (88,500 ) $ 0.71 Cancelled (2,022,729 ) $ 1.39 Outstanding as of December 31, 2022 2,847,484 $ 1.43 7.3 $ 1,419 Exercisable as of December 31, 2022 1,757,275 $ 1.36 6.6 $ 998 Vested and expected to vest as of December 31, 2022 2,847,484 $ 1.43 7.3 $ 1,419
SCHEDULE OF FAIR VALUE OF EMPLOYEE STOCK OPTIONS	The fair value of employee stock options during the years ended December 31, 2022, and 2021 was estimated using the following weighted-average assumptions: SCHEDULE OF FAIR VALUE OF EMPLOYEE STOCK OPTIONS Year ended December 31, 2022 2021 Expected term (in years) 6.00 5.68 Risk-free interest rate 1.61 % 1.07 % Expected dividend rate 0.0 % 0.0 % Expected volatility 75.73 % 67.81 %
SCHEDULE OF COMPONENTS OF STOCK BASED COMPENSATION EXPENSES	The following table summarizes the components of stock-based compensation expense relating to options recognized in the Company’s statement of operations and comprehensive loss (in thousands): SCHEDULE OF COMPONENTS OF STOCK BASED COMPENSATION EXPENSES Year ended December 31, 2022 2021 Research and development $ 146 $ 178 General and administrative 435 601 Total $ 581 $ 779 Stock-based compensation expense $ 581 $ 779

INCOME TAXES (Tables)

INCOME TAXES (Tables) - Notable Labs Inc [Member]	12 Months Ended
	Dec. 31, 2022
Restructuring Cost and Reserve [Line Items]
SCHEDULE OF FEDERAL STATUTORY INCOME TAX	SCHEDULE OF FEDERAL STATUTORY INCOME TAX Year Ended December 31, 2022 2021 Federal statutory income tax 21.0 % 21.0 % State income taxes 7.7 5.9 PPP loan forgiveness 1.5 1.0 Share-based compensation (0.2 ) (0.6 ) R&D credits 4.2 5.1 ASC 740-10 reserve (1.0 ) (1.3 ) SAFE Liability remeasurement (3.7 ) — Other (1.0 ) (0.1 ) Change in valuation allowance (28.5 ) (31.0 ) Total provision for income taxes — % — %
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES	SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES December 31, 2022 2021 Deferred tax assets: Net operating loss carryforwards $ 15,403 $ 13,176 Tax credit carryforwards 2,675 2,227 Property and equipment 23 7 Capitalized research and experimental cost 1,401 — Stock compensation 252 228 Other 96 113 Subtotal 19,850 15,751 Valuation allowance (19,850 ) (15,751 ) Net deferred tax assets (liabilities) $ — $ —
SCHEDULE OF UNCERTAIN TAX POSITIONS	SCHEDULE OF UNCERTAIN TAX POSITIONS December 31, 2022 2021 Balance at the beginning of the period $ 742 $ 536 Additions for tax positions taken in current year 150 206 Ending balance $ 892 $ 742

NET LOSS PER SHARE (Tables)

NET LOSS PER SHARE (Tables) - Notable Labs Inc [Member]	12 Months Ended
	Dec. 31, 2022
Restructuring Cost and Reserve [Line Items]
SCHEDULE OF EARNINGS PER SHARE BASIC AND DILUTED	The following table sets forth the computation of the basic and diluted net loss per share (in thousands except share and per share data): SCHEDULE OF EARNINGS PER SHARE BASIC AND DILUTED Year ended December 31, 2022 2021 Numerator: Net loss $ (14,407 ) $ (16,052 ) Denominator: Weighted-average shares of common stock outstanding used to compute net loss per share, basic and diluted 10,423,934 5,651,101 Net loss per share, basic and diluted: $ (1.38 ) $ (2.84 )
SCHEDULE OF ANTI-DILUTIVE SECURITIES BASIC AND DILUTED	SCHEDULE OF ANTI-DILUTIVE SECURITIES BASIC AND DILUTED Year Ended December 31, 2022 2021 Series A-1 redeemable convertible preferred stock 1,815,484 3,583,743 Series A-2 redeemable convertible preferred stock 308,602 1,194,403 Series A-3 redeemable convertible preferred stock 191,493 1,234,382 Series A-4 redeemable convertible preferred stock — 956,297 Series A-5 redeemable convertible preferred stock — 114,573 Series A-6 redeemable convertible preferred stock — 1,779,996 Series B-1 redeemable convertible preferred stock 58,220 775,744 Series B-2 redeemable convertible preferred stock 3,497,953 5,898,990 Series C-1 redeemable convertible preferred stock 848,856 — Series C-2 redeemable convertible preferred stock 661,282 — Warrants to purchase redeemable convertible preferred stock 1,510,138 — Stock options, issued and outstanding 2,847,484 4,748,713 Total 11,739,512 20,286,841

ORGANIZATION (Details Narrative

ORGANIZATION (Details Narrative) - Notable Labs Inc [Member] - USD ($)	Feb. 22, 2023	Dec. 31, 2022	Dec. 31, 2021
Restructuring Cost and Reserve [Line Items]
Accumulated deficit		$ 71,044,000	$ 56,637,000
Cash	$ 15	$ 1,600,000

SCHEDULE OF PROPERTY AND EQUIPM

SCHEDULE OF PROPERTY AND EQUIPMENT ESTIMATED USEFUL LIFE (Details) - Notable Labs Inc [Member]	Dec. 31, 2022
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Property plant and equipment useful life	3 years
Laboratory Equipment [Member]
Property, Plant and Equipment [Line Items]
Property plant and equipment useful life	5 years
Furniture And Office Equipment [Member]
Property, Plant and Equipment [Line Items]
Property plant and equipment useful life	7 years
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Property, Plant, and Equipment, Useful Life, Term, Description [Extensible Enumeration]	Useful Life, Lease Term [Member]

SIGNIFICANT ACCOUNTING POLICI_4

SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - Notable Labs Inc [Member]	12 Months Ended
	Dec. 31, 2022 USD ($) Integer	Dec. 31, 2021 USD ($)
Product Information [Line Items]
Reportable operating segments | Integer	1
Deferred offering costs	$ 0	$ 0
Impairment of long-lived assets	0	$ 0
Two Customer [Member] | Prepaid Expenses and Other Current Assets [Member]
Product Information [Line Items]
Accounts receivable	$ 48,000
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customer [Member]
Product Information [Line Items]
Concentration risk percent	10%
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | One Customer [Member]
Product Information [Line Items]
Concentration risk percent		39%
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Two Customer [Member]
Product Information [Line Items]
Concentration risk percent		35%
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Three Customer [Member]
Product Information [Line Items]
Concentration risk percent		16%
Immaterial Accounts Receivable And Revenues [Member] | Customer Concentration Risk [Member] | One Customer [Member]
Product Information [Line Items]
Concentration risk percent	100%
Accounts Receivables [Member] | Customer Concentration Risk [Member] | One Customer [Member]
Product Information [Line Items]
Concentration risk percent		41%
Accounts Receivables [Member] | Customer Concentration Risk [Member] | Two Customer [Member]
Product Information [Line Items]
Concentration risk percent		59%

SCHEDULE OF FAIR VALUE ON RECUR

SCHEDULE OF FAIR VALUE ON RECURRING BASIC ASSETS AND LIABILITIES (Details) - Notable Labs Inc [Member] - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Preferred stock warrant liability	$ 5,113
Short-term marketable securities		872
Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Preferred stock warrant liability
Short-term marketable securities		872
Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Preferred stock warrant liability
Short-term marketable securities
Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Preferred stock warrant liability	$ 5,113
Short-term marketable securities

SCHEDULE OF FAIR VALUE AVAILABL

SCHEDULE OF FAIR VALUE AVAILABLE FOR SALE SECURITIES (Details) - Fair Value, Inputs, Level 1 [Member] - Notable Labs Inc [Member] $ in Thousands	Dec. 31, 2021 USD ($)
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Amortized cost	$ 872
Gross unrealized gains
Gross unrealized losses
Fair Value	872
US Treasury Securities [Member]
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Amortized cost	872
Gross unrealized gains
Gross unrealized losses
Fair Value	$ 872

FAIR VALUE MEASUREMENTS (Detail

FAIR VALUE MEASUREMENTS (Details Narrative) - Notable Labs Inc [Member] - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Restructuring Cost and Reserve [Line Items]
Cash equivalents	$ 0
Preferred stock warrant liability	$ 5,113,000

SCHEDULE OF PREPAID EXPENSES AN

SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details) - Notable Labs Inc [Member] - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Restructuring Cost and Reserve [Line Items]
Accounts receivable	$ 8	$ 48
Employee retention credit	1,237	1,293
Prepaid expenses	119	296
Prepaid benefits	37	48
Prepaid clinical expenses	6	116
Total prepaid expenses and other current assets	$ 1,407	$ 1,801

SCHEDULE OF PROPERTY AND EQUI_2

SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - Notable Labs Inc [Member] - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Property and equipment, Gross	$ 2,223	$ 2,241
Less: accumulated depreciation	(1,781)	(1,490)
Total property and equipment, net	442	751
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, Gross	171	155
Laboratory Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, Gross	1,950	1,990
Office Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, Gross	29	23
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, Gross	$ 73	$ 73

SCHEDULE OF ACCRUED EXPENSES AN

SCHEDULE OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - Notable Labs Inc [Member] - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Restructuring Cost and Reserve [Line Items]
Accrued expenses	$ 651	$ 894
Accrued employee expenses	10	13
Accrued bonuses	239	217
Total accrued expenses and other current liabilities	$ 900	$ 1,124

BALANCE SHEET COMPONENTS (Detai

BALANCE SHEET COMPONENTS (Details Narrative) - Notable Labs Inc [Member] - USD ($)	1 Months Ended	12 Months Ended
	Oct. 31, 2021	Dec. 31, 2022	Dec. 31, 2021
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Employee Retention Credit			$ 1,000,000
Prepaid and other current assets		$ 1,200,000	1,300,000
Other receivables			700,000
Depreciation		323,000	326,000
Investment in SAFE		1,500,000	1,500,000
Impairment losses		0	0
Simple Agreement Future Equity [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Investment in SAFE		$ 1,500,000	$ 1,500,000
Issuance initial public offering	$ 1,500,000
Simple Agreement Future Equity [Member] | Preferred Stock [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Investment in SAFE	$ 1,500,000

CO-DEVELOPMENT AND LICENSE AG_2

CO-DEVELOPMENT AND LICENSE AGREEMENTS (Details Narrative) - Notable Labs Inc [Member] - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Oct. 31, 2021	Sep. 30, 2021
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Investment in SAFE	$ 1,500	$ 1,500
Research and development expense	7,776	11,472
Oncoheroes Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Payments milestones				$ 8,000
Investment in SAFE			$ 1,500
CicloMed Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Research and development expense	$ 1,100	$ 400

SCHEDULE OF LEASE COST (Details

SCHEDULE OF LEASE COST (Details) - Notable Labs Inc [Member] - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
LeasesLineItems [Line Items]
Cash paid for operating lease liabilities	$ 751	$ 732
Operating lease expense	749	747
Variable lease expense	94	94
Short-term lease expense	$ 167	$ 126

SCHEDULE OF MATURITIES OF THE F

SCHEDULE OF MATURITIES OF THE FINANCE LEASE TO THE FINANCE LEASE LIABILITIES (Details) - Notable Labs Inc [Member] $ in Thousands	Dec. 31, 2022 USD ($)
LeasesLineItems [Line Items]
2023	$ 366
2024 and thereafter
Total future undiscounted lease payments	366
Less: imputed interest	(5)
Total lease liabilities	$ 361

SCHEDULE OF ROU ASSETS AND RELA

SCHEDULE OF ROU ASSETS AND RELATED LEASE LIABILITIES (Details) - Notable Labs Inc [Member] - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
LeasesLineItems [Line Items]
Current operating lease liabilities	$ 361	$ 567
Non-current operating lease liabilities		238
Facilities Lease [Member]
LeasesLineItems [Line Items]
Current operating lease liabilities	211	490
Non-current operating lease liabilities		$ 197
Weighted average remaining lease term in years	3 months 18 days	1 year 3 months 18 days
Weighted average discount rate	7%	7%
Equipment Lease [Member]
LeasesLineItems [Line Items]
Current operating lease liabilities	$ 150	$ 77
Non-current operating lease liabilities		$ 41
Weighted average remaining lease term in years	8 months 12 days	1 year 4 months 24 days
Weighted average discount rate	7.20%	5.60%

LEASES (Details Narrative)

LEASES (Details Narrative)	12 Months Ended
	Dec. 31, 2022 USD ($)
Notable Labs Inc [Member]
LeasesLineItems [Line Items]
Lease, Cost

PAYROLL PROTECTION PROGRAM LO_2

PAYROLL PROTECTION PROGRAM LOANS (Details Narrative) - Notable Labs Inc [Member] - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Feb. 28, 2021	Apr. 30, 2020
Restructuring Cost and Reserve [Line Items]
Payroll protection program loans		$ 1,038	$ 1,040	$ 800
Bearing interest percentage			1%	1%

SCHEDULE OF COMMON SHARES RESER

SCHEDULE OF COMMON SHARES RESERVED FOR FUTURE ISSUANCE (Details) - Notable Labs Inc [Member] - shares	Dec. 31, 2022	Dec. 31, 2021
Class of Stock [Line Items]
Common shares reserved for future issuance	14,615,810	20,828,192
Series A Redeemable Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Common shares reserved for future issuance	2,315,579	8,863,394
Series B Redeemable Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Common shares reserved for future issuance	3,556,173	6,674,734
Series C Redeemable Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Common shares reserved for future issuance	1,510,138
Series C Warrants To Purchase Redeemable Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Common shares reserved for future issuance	1,510,138
Equity Option [Member]
Class of Stock [Line Items]
Common shares reserved for future issuance	2,847,484	4,748,713
Stock Options Authorized For Future Issuance [Member]
Class of Stock [Line Items]
Common shares reserved for future issuance	2,876,298	541,351

SCHEDULE OF REDEEMABLE CONVERTI

SCHEDULE OF REDEEMABLE CONVERTIBLE PREFERRED STOCK (Details) - Notable Labs Inc [Member] - USD ($) $ / shares in Units, $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Series A1 Redeemable Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Temporary equity, shares authorized	3,583,743	3,583,743
Temporary equity, shares issued	1,815,484	3,583,743
Temporary equity, shares outstanding	1,815,484	3,583,743
Original Issue Price	$ 2.9163	$ 2.9163
Aggregate liquidation amount	$ 5,294	$ 10,451
Carrying amount	$ 5,289	$ 10,434
Series A2 Redeemable Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Temporary equity, shares authorized	1,194,403	1,194,403
Temporary equity, shares issued	308,602	1,194,403
Temporary equity, shares outstanding	308,602	1,194,403
Original Issue Price	$ 2.6247	$ 2.6247
Aggregate liquidation amount	$ 810	$ 3,135
Carrying amount	$ 858	$ 3,320
Series A3 Redeemable Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Temporary equity, shares authorized	1,234,382	1,234,382
Temporary equity, shares issued	191,493	1,234,382
Temporary equity, shares outstanding	191,493	1,234,382
Original Issue Price	$ 2.3238	$ 2.3238
Aggregate liquidation amount	$ 445	$ 2,868
Carrying amount	$ 506	$ 3,259
Series A4 Redeemable Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Temporary equity, shares authorized	956,297	956,297
Temporary equity, shares issued		956,297
Temporary equity, shares outstanding		956,297
Original Issue Price	$ 1.0457	$ 1.0457
Aggregate liquidation amount		$ 1,000
Carrying amount		$ 2,047
Series A5 Redeemable Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Temporary equity, shares authorized	114,573	114,573
Temporary equity, shares issued		114,573
Temporary equity, shares outstanding		114,573
Original Issue Price	$ 0.8728	$ 0.8728
Aggregate liquidation amount		$ 100
Carrying amount		$ 238
Series A6 Redeemable Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Temporary equity, shares authorized	1,779,996	1,779,996
Temporary equity, shares issued		1,779,996
Temporary equity, shares outstanding		1,779,996
Original Issue Price	$ 0.3485	$ 0.3485
Aggregate liquidation amount		$ 620
Carrying amount		$ 620
Series A Redeemable Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Temporary equity, shares authorized	8,863,394	8,863,394
Temporary equity, shares issued	2,315,579	8,863,394
Temporary equity, shares outstanding	2,315,579	8,863,394
Original Issue Price
Aggregate liquidation amount	$ 6,549	$ 18,174
Carrying amount	$ 6,653	$ 19,918
Series B1 Redeemable Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Temporary equity, shares authorized	775,744	775,744
Temporary equity, shares issued	58,220	775,744
Temporary equity, shares outstanding	58,220	775,744
Original Issue Price	$ 5.15279	$ 5.15279
Aggregate liquidation amount	$ 300	$ 3,997
Carrying amount	$ 235	$ 3,137
Series B2 Redeemable Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Temporary equity, shares authorized	5,898,990	6,598,373
Temporary equity, shares issued	3,497,953	5,898,990
Temporary equity, shares outstanding	3,497,953	5,898,990
Original Issue Price	$ 6.0621	$ 6.0621
Aggregate liquidation amount	$ 21,205	$ 35,760
Carrying amount	$ 21,205	$ 35,760
Series B Redeemable Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Temporary equity, shares authorized	6,674,734	7,374,117
Temporary equity, shares issued	3,556,173	6,674,734
Temporary equity, shares outstanding	3,556,173	6,674,734
Original Issue Price
Aggregate liquidation amount	$ 21,505	$ 39,757
Carrying amount	$ 21,440	$ 38,897
Series C1 Redeemable Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Temporary equity, shares authorized	17,487,180
Temporary equity, shares issued	848,856
Temporary equity, shares outstanding	848,856
Original Issue Price	$ 7.1319
Aggregate liquidation amount	$ 6,054
Carrying amount	$ 4,692
Series C2 Redeemable Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Temporary equity, shares authorized	661,370
Temporary equity, shares issued	661,282
Temporary equity, shares outstanding	661,282
Original Issue Price	$ 6.062115
Aggregate liquidation amount	$ 4,009
Carrying amount	$ 2,567
Series C Redeemable Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Temporary equity, shares authorized	18,148,550	0
Temporary equity, shares issued	1,510,138	0
Temporary equity, shares outstanding	1,510,138	0
Original Issue Price
Aggregate liquidation amount	$ 10,063	$ 0
Carrying amount	$ 7,259
Redeemable Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Temporary equity, shares authorized	33,686,678	16,237,511
Temporary equity, shares issued	7,381,890	15,538,128
Temporary equity, shares outstanding	7,381,890	15,538,128
Original Issue Price
Aggregate liquidation amount	$ 38,117	$ 57,931
Carrying amount	$ 35,352	$ 58,815

CAPITAL STRUCTURE (Details Narr

CAPITAL STRUCTURE (Details Narrative) - Notable Labs Inc [Member] - USD ($)	1 Months Ended		2 Months Ended	5 Months Ended	12 Months Ended
	Jul. 31, 2022	Jun. 30, 2022	Jul. 31, 2022	May 31, 2022	Dec. 31, 2022	Dec. 31, 2021
Class of Stock [Line Items]
Common stock, shares authorized					45,100,000	27,169,197
Common stock, par value					$ 0.001	$ 0.001
Dividends, common stock					$ 0
Minimum [Member]
Class of Stock [Line Items]
Gross proceeds					$ 50,000,000
Series C1 Redeemable Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Share price					$ 7.1319
Temporary equity, shares authorized					17,487,180
Series C2 Redeemable Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Share price					$ 6.062115
Temporary equity, shares authorized					661,370
Redeemable Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Share price
Temporary equity, shares authorized					33,686,678	16,237,511
Temporary equity, par value					$ 0.001
Series C Warrants [Member]
Class of Stock [Line Items]
Number of shares issued			$ 2,100,000
Series A Redeemable Convertible Preferred Shares [Member]
Class of Stock [Line Items]
Number of shares conversion	6,547,815
Series B Redeemable Convertible Preferred Shares [Member]
Class of Stock [Line Items]
Number of shares conversion	3,118,561
Investor [Member] | Series C2 Redeemable Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Share price	$ 7.1319		$ 7.1319
Number of shares issued, shares			848,856
Number of shares issued			$ 6,100,000
2022 SAFEs Agreement [Member] | Series C1 Redeemable Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Share price		$ 7.1319
2022 SAFEs Agreement [Member] | Series C2 Redeemable Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Share price		$ 6.062115
Number of shares issued, shares		661,282
Number of shares issued		$ 500,000
2022 SAFEs Agreement [Member] | Investor [Member]
Class of Stock [Line Items]
Gross proceeds				$ 4,000,000

SCHEDULE OF ESTIMATING THE FAIR

SCHEDULE OF ESTIMATING THE FAIR VALUE OF THE WARRANTS (Details) - Notable Labs Inc [Member]	Dec. 31, 2022	Jul. 31, 2022
Measurement Input, Risk Free Interest Rate [Member]
Restructuring Cost and Reserve [Line Items]
Warrants and rights outstanding measurement input	4.41	3.11
Measurement Input, Expected Term [Member]
Restructuring Cost and Reserve [Line Items]
Expected life (years)	2 years	2 years 6 months
Measurement Input, Price Volatility [Member]
Restructuring Cost and Reserve [Line Items]
Warrants and rights outstanding measurement input	95	95
Measurement Input, Expected Dividend Rate [Member]
Restructuring Cost and Reserve [Line Items]
Warrants and rights outstanding measurement input	0	0

SCHEDULE OF REDEEMABLE CONVER_2

SCHEDULE OF REDEEMABLE CONVERTIBLE PREFERRED STOCK WARRANT LIABILITY ACTIVITY (Details) - Notable Labs Inc [Member] - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Balance as of December 31, 2021
Fair value of warrants at issuance	2,515
Balance as of December 31, 2022	5,113
Redeemable Convertible Preferred Stock [Member]
Balance as of December 31, 2021
Fair value of warrants at issuance	2,053
Change in fair value	3,060
Balance as of December 31, 2022	$ 5,113

WARRANTS TO PURCHASE REDEEMAB_3

WARRANTS TO PURCHASE REDEEMABLE CONVERTIBLE PREFERRED STOCK (Details Narrative) - Series C Warrants [Member] - Notable Labs Inc [Member]	Dec. 31, 2022 $ / shares shares
Purchase of warrants | shares	1,510,138
Exercise price | $ / shares	$ 7.13

SCHEDULE OF STOCK OPTION ACTIVI

SCHEDULE OF STOCK OPTION ACTIVITY (Details) - Notable Labs Inc [Member] - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Weighted-average exercise price, granted	$ 1.03	$ 0.91
Twenty Fifteen Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Options outstanding, balance	4,748,713
Weighted-average exercise price, balance	$ 1.39
Weighted-average remaining contractual life, balance	7 years 3 months 18 days	6 years 7 months 6 days
Aggregate intrinsic value, balance	$ 741
Options, granted	210,000
Weighted-average exercise price, granted	$ 1.55
Options, exercised	(88,500)
Weighted-average exercise price, exercised	$ 0.71
Options, cancelled	(2,022,729)
Weighted-average exercise price, cancelled	$ 1.39
Options outstanding, balance	2,847,484	4,748,713
Weighted-average exercise price, balance	$ 1.43	$ 1.39
Aggregate intrinsic value, balance	$ 1,419	$ 741
Options, exercisable	1,757,275
Weighted-average exercise price, exercisable	$ 1.36
Weighted-average remaining contractual life, exercisable	6 years 7 months 6 days
Aggregate intrinsic value, exercisable	$ 998
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Exercisable, Number	2,847,484
Weighted-average exercise price, balance	$ 1.43
Weighted-average remaining contractual life, vested and expected to vest	7 years 3 months 18 days
Aggregate intrinsic value, vested and expected to vest	$ 1,419

SCHEDULE OF FAIR VALUE OF EMPLO

SCHEDULE OF FAIR VALUE OF EMPLOYEE STOCK OPTIONS (Details) - Notable Labs Inc [Member]	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Restructuring Cost and Reserve [Line Items]
Expected term (in years)	6 years	5 years 8 months 4 days
Risk-free interest rate	1.61%	1.07%
Expected dividend rate	0%	0%
Expected volatility	75.73%	67.81%

SCHEDULE OF COMPONENTS OF STOCK

SCHEDULE OF COMPONENTS OF STOCK BASED COMPENSATION EXPENSES (Details) - Notable Labs Inc [Member] - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Restructuring Cost and Reserve [Line Items]
Stock-based compensation expense	$ 581	$ 779
Research and Development Expense [Member]
Restructuring Cost and Reserve [Line Items]
Stock-based compensation expense	146	178
General and Administrative Expense [Member]
Restructuring Cost and Reserve [Line Items]
Stock-based compensation expense	$ 435	$ 601

EQUITY INCENTIVE PLAN AND STO_3

EQUITY INCENTIVE PLAN AND STOCK BASED COMPENSATION EXPENSE (Details Narrative) - Notable Labs Inc [Member] - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2019	Dec. 31, 2017	Aug. 31, 2015
Accumulated Other Comprehensive Income (Loss) [Line Items]
common stock reserved for future issuance	14,615,810	20,828,192
Stock option exercised	$ 74	$ 22
Restricted stock activity, outstanding	0
Weighted-average exercise price, granted	$ 1.03	$ 0.91
Stock-based compensation expense related to stock awards not yet recognized	$ 1,000
weighted-average remaining period	2 years 2 months 12 days
Twenty Fifteen Plan [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
common stock reserved for future issuance	5,882,280		2,243,140	2,547,746	591,394
Share based payment award description	Options under the 2015 Plan may be granted for periods of up to 10 years and at prices no less than 100% of the estimated fair value of the underlying shares of common stock on the date of grant as determined by the Board provided that the exercise price of an ISO granted to a 10% stockholder shall not be less than 110% of the estimated fair value of the shares on the date of grant. The 2015 Plan requires that options be exercised no later than 10 years after the grant.
Weighted-average exercise price, granted	$ 1.55
Twenty Fifteen Plan [Member] | Common Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
common stock reserved for future issuance	500,000

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details Narrative)	12 Months Ended
	Dec. 31, 2022
Notable Labs Inc [Member]
Restructuring Cost and Reserve [Line Items]
Deferred compensation arrangement with individual, cash awards granted, percentage	100%

SCHEDULE OF FEDERAL STATUTORY I

SCHEDULE OF FEDERAL STATUTORY INCOME TAX (Details) - Notable Labs Inc [Member]	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Restructuring Cost and Reserve [Line Items]
Federal statutory income tax	21%	21%
State income taxes	7.70%	5.90%
PPP loan forgiveness	1.50%	1%
Share-based compensation	(0.20%)	(0.60%)
R&D credits	4.20%	5.10%
ASC 740-10 reserve	(1.00%)	(1.30%)
SAFE Liability remeasurement	(3.70%)
Other	(1.00%)	(0.10%)
Change in valuation allowance	(28.50%)	(31.00%)
Total provision for income taxes

SCHEDULE OF DEFERRED TAX ASSETS

SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES (Details) - Notable Labs Inc [Member] - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Deferred tax assets:
Net operating loss carryforwards	$ 15,403	$ 13,176
Tax credit carryforwards	2,675	2,227
Property and equipment	23	7
Capitalized research and experimental cost	1,401
Stock compensation	252	228
Other	96	113
Subtotal	19,850	15,751
Valuation allowance	(19,850)	(15,751)
Net deferred tax assets (liabilities)

SCHEDULE OF UNCERTAIN TAX POSIT

SCHEDULE OF UNCERTAIN TAX POSITIONS (Details) - Notable Labs Inc [Member] - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Restructuring Cost and Reserve [Line Items]
Balance at the beginning of the period	$ 742	$ 536
Additions for tax positions taken in current year	150	206
Ending balance	$ 892	$ 742

INCOME TAXES (Details Narrative

INCOME TAXES (Details Narrative) - Notable Labs Inc [Member] - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Operating Loss Carryforwards [Line Items]
Valuation allowance, deferred tax asset, increase (decrease), amount	$ 4,100,000
Deferred tax assets, operating loss carryforwards, state and local	57,400,000	$ 51,900,000
Deferred tax assets, operating loss carryforwards, state and local	38,100,000	26
Effective income tax rate reconciliation, nondeductible expense, research and development, amount	1,401,000
Income Tax Examination, Interest Expense	0
Income Tax Examination, Penalties Expense	0
Domestic Tax Authority [Member]
Operating Loss Carryforwards [Line Items]
Effective income tax rate reconciliation, nondeductible expense, research and development, amount	1,900,000	1,600,000
Foreign Tax Authority [Member]
Operating Loss Carryforwards [Line Items]
Effective income tax rate reconciliation, nondeductible expense, research and development, amount	$ 1,600,000	$ 1,400,000

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Narrative) - Notable Labs Inc [Member] - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
General and administrative expense	$ 5,156,000	$ 5,727,000
Accounts payable and accrued liabilities, current	60,000	0
Founder and Chairman [Member]
General and administrative expense	$ 300,000	$ 400,000

SCHEDULE OF EARNINGS PER SHARE

SCHEDULE OF EARNINGS PER SHARE BASIC AND DILUTED (Details) - Notable Labs Inc [Member] - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Restructuring Cost and Reserve [Line Items]
Net loss	$ (14,407)	$ (16,052)
Weighted average common shares outstanding basic	10,423,934	5,651,101
Weighted average common shares outstanding diluted	10,423,934	5,651,101
Net loss per share basic	$ (1.38)	$ (2.84)
Net loss per share diluted	$ (1.38)	$ (2.84)

SCHEDULE OF ANTI-DILUTIVE SECUR

SCHEDULE OF ANTI-DILUTIVE SECURITIES BASIC AND DILUTED (Details) - Notable Labs Inc [Member] - shares shares in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	11,739,512	20,286,841
Series A1 Redeemable Convertible Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	1,815,484	3,583,743
Series A2 Redeemable Convertible Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	308,602	1,194,403
Series A3 Redeemable Convertible Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	191,493	1,234,382
Series A4 Redeemable Convertible Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total		956,297
Series A5 Redeemable Convertible Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total		114,573
Series A6 Redeemable Convertible Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total		1,779,996
Series B1 Redeemable Convertible Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	58,220	775,744
Series B2 Redeemable Convertible Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	3,497,953	5,898,990
Series C1 Redeemable Convertible Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	848,856
Series C2 Redeemable Convertible Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	661,282
Warrants To Purchase Redeemable Convertible Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	1,510,138
Stock Options Issued And Outstanding [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	2,847,484	4,748,713

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - Notable Labs Inc [Member] - USD ($)		1 Months Ended	6 Months Ended	12 Months Ended
	Feb. 22, 2023	Apr. 30, 2023	Jun. 30, 2023	Dec. 31, 2022
Proceeds from convertible debt	$ 5,000,000
Net cash	$ 15			$ 1,600,000
Lease cost
June 2023 Through May 2027 [Member]
Lease cost		$ 2,200,000
Simple Agreement Future Equity [Member]
Gross proceeds			$ 4,300,000
Convertible notes payable			$ 10,300,000
Simple Agreement Future Equity [Member] | Series D1 Preferred Stock [Member]
Preferred stock, shares issued			6,118,198
Convertible notes payable			$ 4,400,000
Simple Agreement Future Equity [Member] | Series D2 Preferred Stock [Member]
Preferred stock, shares issued			5,891,911
Issuance price			$ 6,000,000
Convertible notes payable			$ 6,000,000
Former Notable Security Holders [Member] | Merger Agreement [Member]
Ownership percentage	76%
Security Holders of VBL [Member] | Merger Agreement [Member]
Ownership percentage	24%