Cover
Cover | 9 Months Ended |
Sep. 30, 2023 | |
Cover [Abstract] | |
Document Type | 8-K/A |
Amendment Flag | true |
Amendment Description | The sole purpose of this Form 8-K/A Amendment No. 2 is to incorporate iXBRL tagging performed against Exhibit 99.3 filed herewith. No other changes have been made, and it does not modify or update in any way disclosures previously made in the Original Form 8-K (as defined below) or Amendment No. 1 (as defined below). |
Document Period End Date | Sep. 30, 2023 |
Document Fiscal Period Focus | Q3 |
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 (Unaudited) - Notable Labs Inc [Member] - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 1,118 | $ 1,581 |
Prepaid expenses and other current assets | 776 | 1,407 |
Total current assets | 1,894 | 2,988 |
Property and equipment, net | 329 | 442 |
Finance lease right-of-use assets, net | 357 | |
Operating lease right-of-use assets | 1,812 | 357 |
Investment in SAFE | 1,500 | 1,500 |
Other assets | 224 | 224 |
Total assets | 6,116 | 5,511 |
Current liabilities: | ||
Accounts payable | 2,104 | 753 |
Accrued expenses and other current liabilities | 900 | 840 |
Accounts payable and accrued expenses - related party | 213 | 60 |
Finance lease liabilities, current | 77 | |
Operating lease liabilities, current | 442 | 361 |
Total current liabilities | 3,736 | 2,014 |
Finance lease liabilities, net of current amount | 284 | |
Operating lease liabilities, net of current amount | 1,378 | |
SAFE notes, net of issuance costs of $617 | 8,459 | |
Redeemable convertible preferred stock warrant liability | 231 | 5,113 |
Total liabilities | 14,088 | 7,127 |
Commitments and contingencies | ||
Stockholders’ deficit | ||
Common stock, $0.001 par value; 45,100,000 shares authorized as of September 30, 2023 and December 31, 2022 and 15,429,359 shares issued and outstanding as of September 30, 2023 and 15,424,359 shares issued and outstanding as of December 31, 2022 | 15 | 15 |
Additional paid in capital | 34,519 | 34,061 |
Accumulated deficit | (77,858) | (71,044) |
Total stockholders’ deficit | (43,324) | (36,968) |
Total liabilities, redeemable convertible preferred stock and stockholders’ deficit | 6,116 | 5,511 |
Series A Redeemable Convertible Preferred Stock [Member] | ||
Current liabilities: | ||
Redeemable convertible preferred stock | 6,653 | 6,653 |
Series B Redeemable Convertible Preferred Stock [Member] | ||
Current liabilities: | ||
Redeemable convertible preferred stock | 21,440 | 21,440 |
Series C Redeemable Convertible Preferred Stock [Member] | ||
Current liabilities: | ||
Redeemable convertible preferred stock | $ 7,259 | $ 7,259 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - Notable Labs Inc [Member] - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Debt issuance costs | $ 617 | |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 45,100,000 | 45,100,000 |
Common stock, shares issued | 15,429,359 | 15,424,359 |
Common stock, shares outstanding | 15,429,359 | 15,424,359 |
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 | 2,315,579 |
Temporary equity, shares outstanding | 2,315,579 | 2,315,579 |
Temporary equity, liquidation preference | $ 6,500 | $ 6,500 |
Series B Redeemable Convertible Preferred Stock [Member] | ||
Temporary equity, par value | $ 0.001 | $ 0.001 |
Temporary equity, shares authorized | 6,674,734 | 6,674,734 |
Temporary equity, shares issued | 3,556,173 | 3,556,173 |
Temporary equity, shares outstanding | 3,556,173 | 3,556,173 |
Temporary equity, liquidation preference | $ 21,500 | $ 21,500 |
Series C Redeemable Convertible Preferred Stock [Member] | ||
Temporary equity, par value | $ 0.001 | $ 0.001 |
Temporary equity, shares authorized | 18,148,550 | 18,148,550 |
Temporary equity, shares issued | 1,510,138 | 1,510,138 |
Temporary equity, shares outstanding | 1,510,138 | 1,510,138 |
Temporary equity, liquidation preference | $ 10,100 | $ 10,100 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - Notable Labs Inc [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||||
Services revenue | $ 122 | $ 122 | ||
Cost of services | 31 | 31 | ||
Gross profit | 91 | 91 | ||
Operating expenses | ||||
Research and development | 691 | 1,167 | 3,341 | 6,286 |
General and administrative | 1,150 | 1,037 | 7,005 | 4,086 |
Total operating expenses | 1,841 | 2,204 | 10,346 | 10,372 |
Loss from operations | (1,750) | (2,204) | (10,255) | (10,372) |
Other income, net | 4,643 | 112 | 3,441 | 1,687 |
Net income (loss) | $ 2,893 | $ (2,092) | $ (6,814) | $ (8,685) |
Net loss per share, basic | $ 0.19 | $ (0.14) | $ (0.44) | $ (0.97) |
Net loss per share, diluted | $ 0.19 | $ (0.14) | $ (0.44) | $ (0.97) |
Weighted-average common shares outstanding, basic | 15,429,359 | 15,424,359 | 15,427,137 | 8,950,608 |
Weighted-average common shares outstanding, diluted | 15,429,359 | 15,424,359 | 15,427,137 | 8,950,608 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Deficit (Unaudited) - Notable Labs Inc [Member] - USD ($) $ in Thousands | Redeemable Convertible Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total Stockholders Deficit [Member] |
Beginning balance, value at Dec. 31, 2021 | $ 58,815 | $ 6 | $ 2,688 | $ (56,637) | $ (53,943) |
Beginning balance, shares at Dec. 31, 2021 | 15,538,128 | 5,669,483 | |||
Stock-based compensation | 339 | 339 | |||
Net loss | (3,129) | (3,129) | |||
Exercise of common stock options | 17 | 17 | |||
Ending balance, value at Mar. 31, 2022 | $ 58,815 | $ 6 | 3,044 | (59,766) | (56,716) |
Ending balance, shares at Mar. 31, 2022 | 15,538,128 | 5,669,483 | |||
Beginning balance, value at Dec. 31, 2021 | $ 58,815 | $ 6 | 2,688 | (56,637) | (53,943) |
Beginning balance, shares at Dec. 31, 2021 | 15,538,128 | 5,669,483 | |||
Ending balance, value at Sep. 30, 2022 | $ 35,352 | $ 15 | 34,059 | (65,322) | (31,248) |
Ending balance, shares at Sep. 30, 2022 | 7,381,890 | 15,424,359 | |||
Beginning balance, value at Mar. 31, 2022 | $ 58,815 | $ 6 | 3,044 | (59,766) | (56,716) |
Beginning balance, shares at Mar. 31, 2022 | 15,538,128 | 5,669,483 | |||
Stock-based compensation | 120 | 120 | |||
Net loss | (3,464) | (3,464) | |||
Exercise of common stock options | 63 | 63 | |||
Exercise of common stock options, shares | 88,500 | ||||
Issuance of Series C-1 redeemable convertible preferred stock, net of issuance costs of $55 and allocated proceeds to the Series C convertible preferred stock warrant liability of $236 | $ 3,741 | ||||
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 | 674,477 | ||||
Ending balance, value at Jun. 30, 2022 | $ 62,556 | $ 6 | 3,227 | (63,230) | (59,997) |
Ending balance, shares at Jun. 30, 2022 | 16,212,605 | 5,757,983 | |||
Stock-based compensation | 119 | 119 | |||
Net loss | (2,092) | (2,092) | |||
Issuance of Series C-1 redeemable convertible preferred stock, net of issuance costs of $55 and allocated proceeds to the Series C convertible preferred stock warrant liability of $236 | $ 952 | ||||
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 | 174,379 | ||||
Issuance of Series C-2 redeemable convertible preferred stock, in exchange for SAFE agreement net of allocated proceeds to the Series C convertible C redeemable 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 Sep. 30, 2022 | $ 35,352 | $ 15 | 34,059 | (65,322) | (31,248) |
Ending balance, shares at Sep. 30, 2022 | 7,381,890 | 15,424,359 | |||
Beginning balance, value at Dec. 31, 2022 | $ 35,352 | $ 15 | 34,061 | (71,044) | (36,968) |
Beginning balance, shares at Dec. 31, 2022 | 7,381,890 | 15,424,359 | |||
Stock-based compensation | 116 | 116 | |||
Net loss | (6,272) | (6,272) | |||
Ending balance, value at Mar. 31, 2023 | $ 35,352 | $ 15 | 34,177 | (77,316) | (43,124) |
Ending balance, shares at Mar. 31, 2023 | 7,381,890 | 15,424,359 | |||
Beginning balance, value at Dec. 31, 2022 | $ 35,352 | $ 15 | 34,061 | (71,044) | (36,968) |
Beginning balance, shares at Dec. 31, 2022 | 7,381,890 | 15,424,359 | |||
Ending balance, value at Sep. 30, 2023 | $ 35,352 | $ 15 | 34,519 | (77,858) | (43,324) |
Ending balance, shares at Sep. 30, 2023 | 7,381,890 | 15,429,359 | |||
Beginning balance, value at Mar. 31, 2023 | $ 35,352 | $ 15 | 34,177 | (77,316) | (43,124) |
Beginning balance, shares at Mar. 31, 2023 | 7,381,890 | 15,424,359 | |||
Stock-based compensation | 202 | 202 | |||
Net loss | (3,435) | (3,435) | |||
Exercise of common stock options | 5 | 5 | |||
Exercise of common stock options, shares | 5,000 | ||||
Ending balance, value at Jun. 30, 2023 | $ 35,352 | $ 15 | 34,384 | (80,751) | (46,352) |
Ending balance, shares at Jun. 30, 2023 | 7,381,890 | 15,429,359 | |||
Stock-based compensation | 135 | 135 | |||
Net loss | 2,893 | 2,893 | |||
Ending balance, value at Sep. 30, 2023 | $ 35,352 | $ 15 | $ 34,519 | $ (77,858) | $ (43,324) |
Ending balance, shares at Sep. 30, 2023 | 7,381,890 | 15,429,359 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Deficit (Unaudited) (Parenthetical) - Notable Labs Inc [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Jun. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2023 | |
Net of issuance costs | $ 152 | $ 55 | $ 617 |
Series C-1 Redeemable Convertible Preferred Stock [Member] | |||
Warrant liability | $ 918 | 236 | |
Series C-2 Redeemable Convertible Preferred Stock [Member] | |||
Warrant liability | $ 899 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - Notable Labs Inc [Member] - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (6,814) | $ (8,685) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 193 | 264 |
Stock-based compensation | 453 | 578 |
Non-cash operating leases | 542 | 476 |
Gain on sale of marketable securities | 2 | |
Gain from PPP loan forgiveness | (1,038) | |
Change in fair value of SAFE notes | 2,723 | |
Change in fair value of SAFE and redeemable convertible preferred stock warrant liability | (4,882) | (649) |
Change in operating assets and liabilities | ||
Prepaid expenses | 631 | 263 |
Other assets | 27 | |
Accounts payable | 1,506 | (175) |
Accrued expenses and other current liabilities | 60 | (121) |
Operating lease liabilities | (537) | (474) |
Net cash used in operating activities | (6,125) | (9,532) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchases of property and equipment | (34) | (41) |
Purchases of marketable securities | (594) | |
Proceeds from maturities of marketable securities | 594 | |
Proceeds from sales of marketable securities | 870 | |
Net cash (used in) provided by investing activities | (34) | 829 |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from employee stock options | 5 | 79 |
Proceeds from issuance of redeemable convertible preferred stock and warrants, net of issuance costs | 5,810 | |
Repayment of finance lease liabilities | (44) | |
Proceeds from the issuance of the SAFE agreement | 5,735 | 4,009 |
Net cash provided by financing activities | 5,696 | 9,898 |
Net increase in cash and cash equivalents | (463) | 1,195 |
Cash and cash equivalents at the beginning of the year | 1,581 | 2,401 |
Cash and cash equivalents at the end of the period | 1,118 | 3,596 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES: | ||
Issuance of finance lease liability for finance lease right-of-use asset | 405 | |
Issuance of operating lease liability for operating lease right-of-use asset | 1,950 | 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 | 9 Months Ended |
Sep. 30, 2023 | |
Notable Labs Inc [Member] | |
Restructuring Cost and Reserve [Line Items] | |
ORGANIZATION | NOTE 1 – 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. Merger with Vascular Biogenics, Ltd. On February 22, 2023, Notable entered into a Merger Agreement (the “Merger Agreement”) with Vascular Biogenics, Ltd., an Israeli corporation (“VBL”), and Vibrant Merger Sub, Inc., a Delaware corporation and VBL’s direct, wholly-owned subsidiary, pursuant to which, and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, Notable merged with and into Merger Sub at the effective time (“Effective Time”), with Notable continuing after the merger as the surviving corporation and VBL’s wholly-owned subsidiary (such transaction, the “Merger”). On October 16, 2023, Notable closed the Merger with VBL. In conjunction with the Merger, the Company changed its name from “Vascular Biogenics Ltd.” to “Notable Labs, Ltd.” (the “Name Change”). At the Effective Time, each outstanding share of Notable capital stock was converted into the right to receive VBL ordinary shares, under the exchange ratio formula in the Merger Agreement, with former Notable securityholders owning approximately 75.2 24.8 Also on October 16, 2023, in connection with, and prior to completion of, the Merger, the Company effected a 1-for-35 0.35 Following the completion of the Merger, the business of Notable became the business conducted by the Company, which is a clinical-stage platform therapeutics company developing predictive precision medicines for patients with cancer. Upon closing of the Merger, the board of directors of the Company consists of seven directors, with one director designated by VBL. Following the closing of the Merger, the Company is being led by Notable’s chief executive officer and executive management team. Since incorporation through September 30, 2023, Notable Labs, Ltd. and its subsidiaries (hereinafter referred to as “the Post-Merger Company”) incurred losses and negative cash flows from operations mainly attributable to its development efforts and has an accumulated deficit. The Post-Merger Company has financed its operations primarily through the issuance of Preferred Shares and Simple Agreements for Future Equity (“SAFE”) shares and through the cash inflow as a result of the Merger completed on October 16, 2023. As of the issuance date of these consolidated financial statements, Notable Labs, Ltd.’s cash and investments provide sufficient resources to fund its operations through at least the next 12 months. In order to develop and commercialize any future product candidates if they are granted regulatory approval, Notable Labs, Ltd. is required to obtain further funding through public or private offerings, debt financings, collaboration, licensing arrangements or other sources. Adequate additional funding may not be available to Notable Labs, Ltd. on acceptable terms, or at all. If Notable Labs, Ltd. is unable to raise capital when needed or on attractive terms, it may be forced to delay, reduce or eliminate its research and development programs or commercialization and manufacturing efforts. |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2023 | |
Notable Labs Inc [Member] | |
Restructuring Cost and Reserve [Line Items] | |
BASIS OF PRESENTATION | NOTE 2 – BASIS OF PRESENTATION The accompanying unaudited condensed consolidated financial statements of Notable have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information. Accordingly, they do not include all of the information and notes required by GAAP for annual financial statements. These unaudited interim condensed consolidated financial statements should therefore be read in conjunction with the audited consolidated financial statements and notes for the year ended December 31, 2022. In the opinion of management, all adjustments (of a normal recurring nature) considered necessary for the fair statement of the results for the interim periods presented have been included. Operating results for the interim period are not necessarily indicative of the results that may be expected for the full year. The condensed 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. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2023 | |
Notable Labs Inc [Member] | |
Restructuring Cost and Reserve [Line Items] | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES The accounting policies and calculation methods applied in the preparation of the unaudited condensed consolidated interim financial statements are consistent with those applied in the preparation of the annual financial statements as of December 31, 2022 and for the year then ended. Revenue Recognition In accordance with FASB ASC 606, Revenue from Contracts with Customers 1. Identify the contract with the customer. 2. Identify the performance obligations in the contract. 3. Determine the transaction price. 4. Allocate the transaction price to the performance obligations in the contract. 5. Recognize revenue as (or when) the performance obligations are satisfied. For services performed, revenue is recognized at a point in time when the services are performed. However, for certain contracts, revenue is recognized over time as the customer simultaneously receives and consumes the benefits of performance as the Company performs the service. For license agreements, each contract is reviewed to determine the portion of the revenue that should be recognized at the point in time that the license is transferred to the customer and the portion of the revenue to be recognized over time. Cost of Services Cost of services represents costs directly related to the services performed. Cost of services is primarily comprised of cost of samples, labor. Use of Estimates The preparation of the condensed consolidated financial statements in conformity with GAAP generally requires management to make certain estimates and assumptions that affect the reported amounts in the condensed 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 condensed 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 condensed 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. Segments The Company operates and manages its business as one Recently Adopted Accounting Pronouncements As of September 30, 2023, there are no recently adopted accounting standards which would have a material effect on the Company’s financial statements. Recently Issued Accounting Pronouncements Not Yet Adopted As of September 30 2023, there are no recently issued accounting standards not yet adopted which would have a material effect on the Company’s financial statements. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended |
Sep. 30, 2023 | |
Notable Labs Inc [Member] | |
Restructuring Cost and Reserve [Line Items] | |
FAIR VALUE MEASUREMENTS | NOTE 4 – FAIR VALUE MEASUREMENTS The following table sets forth the Company’s financial 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 September 30, 2023 Level 1 Level 2 Level 3 Total Fair Value Liabilities SAFE notes $ — $ — $ 9,077 $ 9,077 Preferred stock warrant liability $ — $ — $ 231 $ 231 As of December 31, 2022 Level 1 Level 2 Level 3 Total Fair Value Liabilities Preferred stock warrant liability $ — $ — $ 5,113 $ 5,113 There were no transfers between Levels 1, 2, or 3 during the nine months ended September 30, 2023 and the year ended December 31, 2022. Additionally, there were no The value of the warrants was based on the estimated value of the warrant using the Black-Scholes model as of September 30, 2023. The following assumptions were used in determining the fair value of the warrants: SCHEDULE OF ESTIMATING THE FAIR VALUE OF THE WARRANTS Risk Free interest rate 4.6 % Expected life (years) 8.75 Expected volatility 95.0 % Annual dividend yield 0 % Warrants and rights outstanding measurement input 0 % In connection with the Merger Agreement, the Company entered into SAFEs with certain investors by which the Company received $ 4.3 6,118,198 On June 28, 2023, Notable entered into Simple Agreements for Future Equity (the “D-2 SAFEs”) with certain investors who committed to purchase shares of Series D-2 Preferred Stock pursuant to the Series D Purchase Agreement. The D-2 SAFEs will convert into shares of Series D-2 Preferred Stock without a discount and reduce the purchase price owed by each such investor under the Series D Purchase Agreement on a dollar-for-dollar basis. In the event the Merger does not occur, the Series D-2 SAFEs will remain outstanding. Notable received approximately $ 2.0 The following is a summary of the Company’s SAFE warrant liability and SAFE notes activity for the nine months ended September 30, 2023: SCHEDULE OF FAIR VALUE OF PREFERRED STOCK WARRANT LIABILITY Redeemable convertible preferred stock warrant liability SAFE notes Balance as of December 31, 2022 $ 5,113 $ — Fair value of SAFE notes at issuance — 6,354 Change in fair value (4,882 ) 2,723 Balance as of September 30, 2023 $ 231 $ 9,077 The change in the fair value of the redeemable convertible preferred stock warrant liability resulted from a reduction in the value per warrant based on the fair market valuation of the warrants as of September 30, 2023. The reduction primarily related to the price of the underlying stock being substantially less than previously expected. The fair value of SAFE notes at issuance consists of the $ 4.3 2.0 |
BALANCE SHEET COMPONENTS
BALANCE SHEET COMPONENTS | 9 Months Ended |
Sep. 30, 2023 | |
Notable Labs Inc [Member] | |
Restructuring Cost and Reserve [Line Items] | |
BALANCE SHEET COMPONENTS | NOTE 5 – BALANCE SHEET COMPONENTS The following table presents the components of prepaid expenses and other current assets as of September 30, 2023 and December 31, 2022 (in thousands): SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS September 30, December 31, 2023 2022 Accounts receivable $ 5 $ 8 Employee retention credit 572 1,237 Prepaid expenses 168 119 Prepaid benefits 25 37 Prepaid clinical expenses 6 6 Total prepaid expenses and other current assets $ 776 $ 1,407 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. The Company accounts for these labor related tax credits as a reduction to the expense that they are intended to compensate in the period in which the corresponding expense is incurred and there is reasonable assurance the Company will both receive the tax credits and comply with all conditions attached to the tax credits. As of September 30, 2023 and December 31, 2022, $ 0.6 1.2 0.7 Property and Equipment, Net The following table presents the components of property and equipment, net, as of September 30, 2023 and December 31, 2022 (in thousands): SCHEDULE OF PROPERTY AND EQUIPMENT September 30, December 31, 2023 2022 Computer equipment $ 183 $ 171 Laboratory equipment 1,977 1,950 Furniture and office equipment 29 29 Leasehold improvements 73 73 Property and equipment, Gross 2,262 2,223 Less: accumulated depreciation (1,933 ) (1,781 ) Total property and equipment, net $ 329 $ 442 Depreciation expense was approximately $ 0.1 0.2 0.1 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 Accrued Expenses and Other Current Liabilities The following table presents the components of accrued expenses and other current liabilities as of September 30, 2023 and December 31, 2022 (in thousands): SCHEDULE OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES September 30, December 31, 2023 2022 Accrued expenses $ 742 651 Accrued employee expenses 6 10 Accrued bonuses 152 239 Total accrued expenses and other current liabilities $ 900 $ 900 |
ACCOUNTS PAYABLE AND ACCRUED EX
ACCOUNTS PAYABLE AND ACCRUED EXPENSES RELATED PARTIES | 9 Months Ended |
Sep. 30, 2023 | |
Notable Labs Inc [Member] | |
Restructuring Cost and Reserve [Line Items] | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES RELATED PARTIES | NOTE 6 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES RELATED PARTIES As of September 30, 2023 and December 31, 2022, the Company owed related parties the following (in thousands): SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES September 30, 2023 December 31, 2022 Accounts Accrued Accounts Accrued Payable Expenses Total Payable Expenses Total Chairman of Board of Directors $ 213 $ - $ 213 $ - $ 60 $ 60 For consulting services with the Chairman of the Board, the Company recorded general and administrative expenses of $ 91,250 273,750 60,834 248,601 |
CO-DEVELOPMENT AND LICENSE AGRE
CO-DEVELOPMENT AND LICENSE AGREEMENTS | 9 Months Ended |
Sep. 30, 2023 | |
Notable Labs Inc [Member] | |
Restructuring Cost and Reserve [Line Items] | |
CO-DEVELOPMENT AND LICENSE AGREEMENTS | NOTE 7 – 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 No 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 accrued amounts relative to this agreement and based on the agreement received a benefit of $ 0.2 0 0.1 0.2 |
SIMPLE AGREEMENTS FOR FUTURE EQ
SIMPLE AGREEMENTS FOR FUTURE EQUITY NOTES | 9 Months Ended |
Sep. 30, 2023 | |
Notable Labs Inc [Member] | |
Restructuring Cost and Reserve [Line Items] | |
SIMPLE AGREEMENTS FOR FUTURE EQUITY NOTES | NOTE 8 – SIMPLE AGREEMENTS FOR FUTURE EQUITY NOTES The Company entered into Simple Agreements for Future Equity (the “SAFEs”) with certain investors, during the nine months ended September 30, 2023, by which the Company received $ 4.3 6,118,198 5,891,911 6.0 On June 28, 2023, Notable entered into Simple Agreements for Future Equity (the “D-2 SAFEs”) with certain investors who committed to purchase shares of Series D-2 Preferred Stock pursuant to the Series D Purchase Agreement. The D-2 SAFEs will convert into shares of Series D-2 Preferred Stock without a discount and reduce the purchase price owed by each such investor under the Series D Purchase Agreement on a dollar-for-dollar basis. In the event the Merger does not occur, the Series D-2 SAFEs will remain outstanding. Notable received approximately $ 2.0 |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2023 | |
Notable Labs Inc [Member] | |
Restructuring Cost and Reserve [Line Items] | |
INCOME TAXES | NOTE 9 – INCOME TAXES As of January 1, 2023, the Company had no unrecognized tax benefits, and accordingly, the Company did not recognize interest or penalties during the three and nine months ended September 30, 2023 related to unrecognized tax benefits. There has been no no There is no |
LEASES
LEASES | 9 Months Ended |
Sep. 30, 2023 | |
Notable Labs Inc [Member] | |
Restructuring Cost and Reserve [Line Items] | |
LEASES | NOTE 10 – LEASES In February 2023, the Company entered into a finance lease for equipment with a value of $ 405,000 181,000 Leases 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. The Company has the right to terminate the lease effective as of March 2025 upon providing four months of notice and four months of base rent for the year of the notice as an early lease termination fee. The weighted average incremental borrowing rate is 6.0 2.2 The following table summarizes total lease expense during the three and nine months ended September 30, 2023 and 2022 (in thousands): SCHEDULE OF LEASE COST 2023 2022 2023 2022 For the Three Months Ended For the Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Amortization of Right of Use Assets - Finance Leases $ 20 $ - $ 47 $ - Interest on Lease Liabilities - Finance Leases 3 - 7 - Cash paid for operating lease liabilities 191 258 566 561 Operating lease expense 199 186 570 561 Variable lease expense 25 18 67 74 Short-term lease expense - - 1 167 |
EQUITY INCENTIVE PLAN AND STOCK
EQUITY INCENTIVE PLAN AND STOCK BASED COMPENSATION EXPENSE | 9 Months Ended |
Sep. 30, 2023 | |
Notable Labs Inc [Member] | |
Multiemployer Plan [Line Items] | |
EQUITY INCENTIVE PLAN AND STOCK BASED COMPENSATION EXPENSE | NOTE 11 – 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. Options granted to employees generally vest ratably on a monthly basis over four years, subject to cliff vesting restrictions and continuing service. 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, 2022 2,847,484 $ 1.43 7.3 $ 1,419 Granted — $ — Exercised 5,000 $ 1.01 Forfeited 16,667 $ 1.55 Cancelled 272,002 $ 1.03 Outstanding as of September 30, 2023 2,553,815 $ 1.47 7.3 $ 1,163 Exercisable as of September 30, 2023 1,855,561 $ 1.45 7.1 $ 894 Vested and expected to vest as of September 30, 2023 2,553,815 $ 1.47 7.3 $ 1,163 There was no restricted stock activity (RSA) under the 2015 Plan for the three and nine months ended September 30, 2023. Stock-Based Compensation Expense Stock-based compensation expense relating to stock options recognized in the Company’s statement of operations and comprehensive loss is as follows: SCHEDULE OF STOCK BASED COMPENSATION EXPENSE 2023 2022 2023 2022 For the Three Months Ended For the Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Research and development $ 24 $ 31 $ 75 $ 220 General and administrative 111 89 378 359 Total $ 135 $ 120 $ 453 $ 579 As of September 30, 2023, the total stock-based compensation expense related to stock options not yet recognized was $ 0.6 1.4 |
NET LOSS PER SHARE
NET LOSS PER SHARE | 9 Months Ended |
Sep. 30, 2023 | |
Notable Labs Inc [Member] | |
Restructuring Cost and Reserve [Line Items] | |
NET LOSS PER SHARE | NOTE 12 – 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 2023 2022 2023 2022 For the Three Months Ended For the Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Numerator: Net income(loss) $ 2,893 $ (2,092 ) $ (6,814 ) $ (8,685 ) Denominator Weighted-average shares of common stock outstanding used to compute net loss per share, basic and diluted 15,429,359 15,424,359 15,427,137 8,950,608 Net income(loss) per share, basic and diluted $ 0.19 $ (0.14 ) $ (0.44 ) $ (0.97 ) 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. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2023 | |
Notable Labs Inc [Member] | |
Restructuring Cost and Reserve [Line Items] | |
SUBSEQUENT EVENTS | NOTE 13 – SUBSEQUENT EVENTS The Company has evaluated all events occurring through November 29, 2023, the date on which the condensed consolidated financial statements were available for issuance, during which time, nothing has occurred outside the normal course of business operations that would require disclosure. On October 16, 2023, Notable Labs, Ltd., formerly known as “Vascular Biogenics Ltd.” (the “Company” or “VBL”), 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”). Also on October 16, 2023, in connection with, and prior to completion of, the Merger, the Company effected a 1-for-35 0.35 Under the terms of the Merger Agreement, at the effective time of the Merger (the “Effective Time”) each share of Notable’s common stock, par value $ 0.001 0.0629 Prior to the Closing, certain existing stockholders of Notable purchased an aggregate of approximately $ 10.3 Immediately following the Reverse Share Split, at the Effective Time there were approximately 8,936,448 2,218,299 6,718,149 75.2 In addition, effective upon the Closing, the holders of unexercised Notable stock options and warrants immediately prior to the Closing were issued replacement stock options and warrants to purchase an aggregate of 255,646 |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) - Notable Labs Inc [Member] | 9 Months Ended |
Sep. 30, 2023 | |
Restructuring Cost and Reserve [Line Items] | |
Revenue Recognition | Revenue Recognition In accordance with FASB ASC 606, Revenue from Contracts with Customers 1. Identify the contract with the customer. 2. Identify the performance obligations in the contract. 3. Determine the transaction price. 4. Allocate the transaction price to the performance obligations in the contract. 5. Recognize revenue as (or when) the performance obligations are satisfied. For services performed, revenue is recognized at a point in time when the services are performed. However, for certain contracts, revenue is recognized over time as the customer simultaneously receives and consumes the benefits of performance as the Company performs the service. For license agreements, each contract is reviewed to determine the portion of the revenue that should be recognized at the point in time that the license is transferred to the customer and the portion of the revenue to be recognized over time. |
Cost of Services | Cost of Services Cost of services represents costs directly related to the services performed. Cost of services is primarily comprised of cost of samples, labor. |
Use of Estimates | Use of Estimates The preparation of the condensed consolidated financial statements in conformity with GAAP generally requires management to make certain estimates and assumptions that affect the reported amounts in the condensed 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 condensed 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 condensed 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. |
Segments | Segments The Company operates and manages its business as one |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements As of September 30, 2023, there are no recently adopted accounting standards which would have a material effect on the Company’s financial statements. |
Recently Issued Accounting Pronouncements Not Yet Adopted | Recently Issued Accounting Pronouncements Not Yet Adopted As of September 30 2023, there are no recently issued accounting standards not yet adopted which would have a material effect on the Company’s financial statements. |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) - Notable Labs Inc [Member] | 9 Months Ended |
Sep. 30, 2023 | |
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 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 September 30, 2023 Level 1 Level 2 Level 3 Total Fair Value Liabilities SAFE notes $ — $ — $ 9,077 $ 9,077 Preferred stock warrant liability $ — $ — $ 231 $ 231 As of December 31, 2022 Level 1 Level 2 Level 3 Total Fair Value Liabilities Preferred stock warrant liability $ — $ — $ 5,113 $ 5,113 |
SCHEDULE OF ESTIMATING THE FAIR VALUE OF THE WARRANTS | SCHEDULE OF ESTIMATING THE FAIR VALUE OF THE WARRANTS Risk Free interest rate 4.6 % Expected life (years) 8.75 Expected volatility 95.0 % Annual dividend yield 0 % Warrants and rights outstanding measurement input 0 % |
SCHEDULE OF FAIR VALUE OF PREFERRED STOCK WARRANT LIABILITY | The following is a summary of the Company’s SAFE warrant liability and SAFE notes activity for the nine months ended September 30, 2023: SCHEDULE OF FAIR VALUE OF PREFERRED STOCK WARRANT LIABILITY Redeemable convertible preferred stock warrant liability SAFE notes Balance as of December 31, 2022 $ 5,113 $ — Fair value of SAFE notes at issuance — 6,354 Change in fair value (4,882 ) 2,723 Balance as of September 30, 2023 $ 231 $ 9,077 |
BALANCE SHEET COMPONENTS (Table
BALANCE SHEET COMPONENTS (Tables) - Notable Labs Inc [Member] | 9 Months Ended |
Sep. 30, 2023 | |
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 September 30, 2023 and December 31, 2022 (in thousands): SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS September 30, December 31, 2023 2022 Accounts receivable $ 5 $ 8 Employee retention credit 572 1,237 Prepaid expenses 168 119 Prepaid benefits 25 37 Prepaid clinical expenses 6 6 Total prepaid expenses and other current assets $ 776 $ 1,407 |
SCHEDULE OF PROPERTY AND EQUIPMENT | The following table presents the components of property and equipment, net, as of September 30, 2023 and December 31, 2022 (in thousands): SCHEDULE OF PROPERTY AND EQUIPMENT September 30, December 31, 2023 2022 Computer equipment $ 183 $ 171 Laboratory equipment 1,977 1,950 Furniture and office equipment 29 29 Leasehold improvements 73 73 Property and equipment, Gross 2,262 2,223 Less: accumulated depreciation (1,933 ) (1,781 ) Total property and equipment, net $ 329 $ 442 |
SCHEDULE OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | The following table presents the components of accrued expenses and other current liabilities as of September 30, 2023 and December 31, 2022 (in thousands): SCHEDULE OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES September 30, December 31, 2023 2022 Accrued expenses $ 742 651 Accrued employee expenses 6 10 Accrued bonuses 152 239 Total accrued expenses and other current liabilities $ 900 $ 900 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED EXPENSES RELATED PARTIES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Notable Labs Inc [Member] | |
Restructuring Cost and Reserve [Line Items] | |
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | As of September 30, 2023 and December 31, 2022, the Company owed related parties the following (in thousands): SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES September 30, 2023 December 31, 2022 Accounts Accrued Accounts Accrued Payable Expenses Total Payable Expenses Total Chairman of Board of Directors $ 213 $ - $ 213 $ - $ 60 $ 60 |
LEASES (Tables)
LEASES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Notable Labs Inc [Member] | |
Restructuring Cost and Reserve [Line Items] | |
SCHEDULE OF LEASE COST | The following table summarizes total lease expense during the three and nine months ended September 30, 2023 and 2022 (in thousands): SCHEDULE OF LEASE COST 2023 2022 2023 2022 For the Three Months Ended For the Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Amortization of Right of Use Assets - Finance Leases $ 20 $ - $ 47 $ - Interest on Lease Liabilities - Finance Leases 3 - 7 - Cash paid for operating lease liabilities 191 258 566 561 Operating lease expense 199 186 570 561 Variable lease expense 25 18 67 74 Short-term lease expense - - 1 167 |
EQUITY INCENTIVE PLAN AND STO_2
EQUITY INCENTIVE PLAN AND STOCK BASED COMPENSATION EXPENSE (Tables) - Notable Labs Inc [Member] | 9 Months Ended |
Sep. 30, 2023 | |
Multiemployer Plan [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, 2022 2,847,484 $ 1.43 7.3 $ 1,419 Granted — $ — Exercised 5,000 $ 1.01 Forfeited 16,667 $ 1.55 Cancelled 272,002 $ 1.03 Outstanding as of September 30, 2023 2,553,815 $ 1.47 7.3 $ 1,163 Exercisable as of September 30, 2023 1,855,561 $ 1.45 7.1 $ 894 Vested and expected to vest as of September 30, 2023 2,553,815 $ 1.47 7.3 $ 1,163 |
SCHEDULE OF STOCK BASED COMPENSATION EXPENSE | Stock-based compensation expense relating to stock options recognized in the Company’s statement of operations and comprehensive loss is as follows: SCHEDULE OF STOCK BASED COMPENSATION EXPENSE 2023 2022 2023 2022 For the Three Months Ended For the Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Research and development $ 24 $ 31 $ 75 $ 220 General and administrative 111 89 378 359 Total $ 135 $ 120 $ 453 $ 579 |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Notable Labs Inc [Member] | |
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 2023 2022 2023 2022 For the Three Months Ended For the Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Numerator: Net income(loss) $ 2,893 $ (2,092 ) $ (6,814 ) $ (8,685 ) Denominator Weighted-average shares of common stock outstanding used to compute net loss per share, basic and diluted 15,429,359 15,424,359 15,427,137 8,950,608 Net income(loss) per share, basic and diluted $ 0.19 $ (0.14 ) $ (0.44 ) $ (0.97 ) |
ORGANIZATION (Details Narrative
ORGANIZATION (Details Narrative) - Notable Labs Inc [Member] - USD ($) | Oct. 16, 2023 | Sep. 30, 2023 |
Subsequent Event [Member] | ||
Reverse share split | 1-for-35 | |
Debt instrument face amount | $ 0.35 | |
Security Holder [Member] | Maximum [Member] | ||
Ownership percentage | 75.20% | |
Security Holder [Member] | Minimum [Member] | ||
Ownership percentage | 24.80% |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 9 Months Ended |
Sep. 30, 2023 Integer | |
Notable Labs Inc [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Reportable operating segments | 1 |
SCHEDULE OF FAIR VALUE ON RECUR
SCHEDULE OF FAIR VALUE ON RECURRING BASIC ASSETS AND LIABILITIES (Details) - Notable Labs Inc [Member] - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
SAFE notes | $ 9,077 | |
Preferred stock warrant liability | 231 | $ 5,113 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
SAFE notes | ||
Preferred stock warrant liability | ||
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
SAFE notes | ||
Preferred stock warrant liability | ||
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
SAFE notes | 9,077 | |
Preferred stock warrant liability | $ 231 | $ 5,113 |
SCHEDULE OF ESTIMATING THE FAIR
SCHEDULE OF ESTIMATING THE FAIR VALUE OF THE WARRANTS (Details) - Notable Labs Inc [Member] | Sep. 30, 2023 |
Measurement Input, Risk Free Interest Rate [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants and rights outstanding measurement input | 4.6 |
Measurement Input, Expected Term [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Expected life (years) | 8 years 9 months |
Measurement Input, Price Volatility [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants and rights outstanding measurement input | 95 |
Measurement Input, Expected Dividend Rate [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants and rights outstanding measurement input | 0 |
SCHEDULE OF FAIR VALUE OF PREFE
SCHEDULE OF FAIR VALUE OF PREFERRED STOCK WARRANT LIABILITY (Details) - Notable Labs Inc [Member] - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Balance at beginning of period | $ 5,113 | |
Change in fair value of preferred stock warrant liability | (4,882) | $ (649) |
Balance at end of period | 231 | |
Convertible Notes Payable [Member] | ||
Balance at beginning of period | ||
Debt instrument, fair value | 6,354 | |
Change in fair value of preferred stock warrant liability | 2,723 | |
Balance at end of period | 9,077 | |
Redeemable Convertible Preferred Stock [Member] | ||
Balance at beginning of period | 5,113 | |
Debt instrument, fair value | ||
Change in fair value of preferred stock warrant liability | (4,882) | |
Balance at end of period | $ 231 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details Narrative) - Notable Labs Inc [Member] - USD ($) | 9 Months Ended | ||||
Jun. 28, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | |||||
Cash equivalents | $ 0 | $ 0 | |||
Series D1 Preferred Stock [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
SAFE notes issuance | $ 4,300,000 | ||||
Series D2 Preferred Stock [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
SAFE notes issuance | $ 2,000,000 | ||||
Simple Agreement Future Equity [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Gross proceeds | $ 4,300,000 | ||||
Simple Agreement Future Equity [Member] | Series D1 Preferred Stock [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Preferred stock, shares issued | 6,118,198 | ||||
Simple Agreement Future Equity [Member] | Series D2 Preferred Stock [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Gross proceeds | $ 2,000,000 | ||||
Preferred stock, shares issued | 5,891,911 |
SCHEDULE OF PREPAID EXPENSES AN
SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details) - Notable Labs Inc [Member] - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Restructuring Cost and Reserve [Line Items] | ||
Accounts receivable | $ 5 | $ 8 |
Employee retention credit | 572 | 1,237 |
Prepaid expenses | 168 | 119 |
Prepaid benefits | 25 | 37 |
Prepaid clinical expenses | 6 | 6 |
Total prepaid expenses and other current assets | $ 776 | $ 1,407 |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - Notable Labs Inc [Member] - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Restructuring Cost and Reserve [Line Items] | ||
Property and equipment, Gross | $ 2,262 | $ 2,223 |
Less: accumulated depreciation | (1,933) | (1,781) |
Total property and equipment, net | 329 | 442 |
Computer Equipment [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Property and equipment, Gross | 183 | 171 |
Laboratory Equipment [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Property and equipment, Gross | 1,977 | 1,950 |
Office Equipment [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Property and equipment, Gross | 29 | 29 |
Leasehold Improvements [Member] | ||
Restructuring Cost and Reserve [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 | Sep. 30, 2023 | Dec. 31, 2022 |
Restructuring Cost and Reserve [Line Items] | ||
Accrued expenses | $ 742 | $ 651 |
Accrued employee expenses | 6 | 10 |
Accrued bonuses | 152 | 239 |
Total accrued expenses and other current liabilities | $ 900 | $ 900 |
BALANCE SHEET COMPONENTS (Detai
BALANCE SHEET COMPONENTS (Details Narrative) - Notable Labs Inc [Member] - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Oct. 31, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Mar. 31, 2023 | Dec. 31, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Prepaid Expense and Other Assets | $ 600 | $ 600 | $ 1,200 | ||||
Other receivables | $ 700 | ||||||
Depreciation | 100 | $ 100 | 193 | $ 264 | |||
Investment in SAFE | 1,500 | 1,500 | 1,500 | ||||
Simple Agreement Future Equity [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Investment in SAFE | $ 1,500 | $ 1,500 | $ 1,500 | ||||
Issuance initial public offering | $ 1,500 | ||||||
Simple Agreement Future Equity [Member] | Preferred Stock [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Investment in SAFE | $ 1,500 |
SCHEDULE OF ACCOUNTS PAYABLE AN
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details) - Notable Labs Inc [Member] - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Accrued expenses | $ 742 | $ 651 |
Board of Directors Chairman [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Accounts payable | 213 | |
Accrued expenses | 60 | |
Accounts payable and accrued liabilities, Total | $ 213 | $ 60 |
ACCOUNTS PAYABLE AND ACCRUED _3
ACCOUNTS PAYABLE AND ACCRUED EXPENSES RELATED PARTIES (Details Narrative) - Notable Labs Inc [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
General and administrative expense | $ 1,150 | $ 1,037 | $ 7,005 | $ 4,086 |
Consulting Services [Member] | ||||
General and administrative expense | $ 91,250 | $ 60,834 | $ 273,750 | $ 248,601 |
CO-DEVELOPMENT AND LICENSE AG_2
CO-DEVELOPMENT AND LICENSE AGREEMENTS (Details Narrative) - Notable Labs Inc [Member] - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Oct. 31, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Investment in SAFE | $ 1,500,000 | $ 1,500,000 | $ 1,500,000 | ||||
Research and development | 691,000 | $ 1,167,000 | 3,341,000 | $ 6,286,000 | |||
Oncoheroes Agreement [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Milestone payments | $ 8,000,000 | 0 | 0 | 0 | 0 | ||
Investment in SAFE | $ 1,500,000 | ||||||
CicloMed Agreement [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Research and development | $ 200,000 | $ 100,000 | $ 0 | $ 200,000 |
SIMPLE AGREEMENTS FOR FUTURE _2
SIMPLE AGREEMENTS FOR FUTURE EQUITY NOTES (Details Narrative) - Simple Agreement Future Equity [Member] - Notable Labs Inc [Member] - USD ($) $ in Millions | 9 Months Ended | |
Jun. 28, 2023 | Sep. 30, 2023 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Gross proceeds | $ 4.3 | |
Series D1 Preferred Stock [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Preferred stock, shares issued | 6,118,198 | |
Series D2 Preferred Stock [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Gross proceeds | $ 2 | |
Preferred stock, shares issued | 5,891,911 | |
Issuance price | $ 6 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - Notable Labs Inc [Member] - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||||
Unrecognized tax benefits tax penalities and interest expenses | $ 0 | $ 0 | ||
Unrecognized tax benefits income tax penalities and interest accrued | 0 | 0 | ||
Income tax expenses | $ 0 | $ 0 | $ 0 | $ 0 |
SCHEDULE OF LEASE COST (Details
SCHEDULE OF LEASE COST (Details) - Notable Labs Inc [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||||
Amortization of Right of Use Assets - Finance Leases | $ 20 | $ 47 | ||
Interest on Lease Liabilities - Finance Leases | 3 | 7 | ||
Cash paid for operating lease liabilities | 191 | 258 | 566 | 561 |
Operating lease expense | 199 | 186 | 570 | 561 |
Variable lease expense | 25 | 18 | 67 | 74 |
Short-term lease expense | $ 1 | $ 167 |
LEASES (Details Narrative)
LEASES (Details Narrative) - Notable Labs Inc [Member] - USD ($) | 1 Months Ended | |
Apr. 30, 2023 | Feb. 28, 2023 | |
Finance lease weighted average discount rate percent | 6% | |
Lease cost | $ 2,200,000 | |
Equipment [Member] | ||
Finance lease liability | $ 405,000 | |
Service [Member] | ||
Finance lease liability | $ 181,000 |
SCHEDULE OF STOCK OPTION ACTIVI
SCHEDULE OF STOCK OPTION ACTIVITY (Details) - Twenty Fifteen Plan [Member] - Notable Labs Inc [Member] - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Multiemployer Plan [Line Items] | ||
Number of shares outstanding, beginning balance | 2,847,484 | |
Weighted average exercise price beginning balance | $ 1.47 | $ 1.43 |
Weighted average remaining contractual life | 7 years 3 months 18 days | 7 years 3 months 18 days |
Aggregate intrinsic value | $ 1,163 | $ 1,419 |
Options outstanding, granted | ||
Weighted average exercise price, granted | ||
Options outstanding, exercised | 5,000 | |
Weighted average exercise price, exercised | $ 1.01 | |
Options outstanding, forfeited | 16,667 | |
Weighted average exercise price, forfeited | $ 1.55 | |
Options outstanding, cancelled | 272,002 | |
Weighted average exercise price, cancelled | $ 1.03 | |
Number of shares outstanding, ending balance | 2,553,815 | 2,847,484 |
Number of options outstanding, exercisable | 1,855,561 | |
Weighted average exercise price, exercisable | $ 1.45 | |
Weighted average remaining contractual term, exercisable | 7 years 1 month 6 days | |
Aggregate intrinsic value, exercisable | $ 894 | |
Options outstanding, vested and expected to vest | 2,553,815 | |
Weighted average exercise price, vested and expected to vest | $ 1.47 | |
Weighted average remaining contractual term, vested and expected to vest | 7 years 3 months 18 days | |
Aggregate intrinsic value, vested and expected to vest | $ 1,163 |
SCHEDULE OF STOCK BASED COMPENS
SCHEDULE OF STOCK BASED COMPENSATION EXPENSE (Details) - Notable Labs Inc [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Multiemployer Plan [Line Items] | ||||
Total | $ 135 | $ 120 | $ 453 | $ 579 |
Research and Development Expense [Member] | ||||
Multiemployer Plan [Line Items] | ||||
Total | 24 | 31 | 75 | 220 |
General and Administrative Expense [Member] | ||||
Multiemployer Plan [Line Items] | ||||
Total | $ 111 | $ 89 | $ 378 | $ 359 |
EQUITY INCENTIVE PLAN AND STO_3
EQUITY INCENTIVE PLAN AND STOCK BASED COMPENSATION EXPENSE (Details Narrative) - Notable Labs Inc [Member] - USD ($) $ in Millions | 9 Months Ended | ||||
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2019 | Dec. 31, 2017 | Aug. 31, 2015 | |
Multiemployer Plan [Line Items] | |||||
Total stock based compensation expense | $ 0.6 | ||||
Weighted average remaining period | 1 year 4 months 24 days | ||||
August Two Thousand Fifteen Incentive Plan [Member] | |||||
Multiemployer Plan [Line Items] | |||||
Share based compensation 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. Options granted to employees generally vest ratably on a monthly basis over four years, subject to cliff vesting restrictions and continuing service. | ||||
Twenty Fifteen Plan [Member] | |||||
Multiemployer Plan [Line Items] | |||||
Common stock reserved for future issuance | 5,882,280 | 500,000 | 2,243,140 | 2,547,746 | 591,394 |
SCHEDULE OF EARNINGS PER SHARE
SCHEDULE OF EARNINGS PER SHARE BASIC AND DILUTED (Details) - Notable Labs Inc [Member] - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||||
Net income(loss) | $ 2,893 | $ (2,092) | $ (6,814) | $ (8,685) |
Weighted average common shares outstanding basic | 15,429,359 | 15,424,359 | 15,427,137 | 8,950,608 |
Weighted average common shares outstanding diluted | 15,429,359 | 15,424,359 | 15,427,137 | 8,950,608 |
Net loss per share basic | $ 0.19 | $ (0.14) | $ (0.44) | $ (0.97) |
Net loss per share diluted | $ 0.19 | $ (0.14) | $ (0.44) | $ (0.97) |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - Notable Labs Inc [Member] - USD ($) | Oct. 16, 2023 | Sep. 30, 2023 | Dec. 31, 2022 |
Subsequent Event [Line Items] | |||
Common stock , par value | $ 0.001 | $ 0.001 | |
Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Reverse share split | 1-for-35 | ||
Debt instrument face amount | $ 0.35 | ||
Subsequent Event [Member] | Common Stock [Member] | |||
Subsequent Event [Line Items] | |||
Class of warrant or right outstanding | 255,646 | ||
Subsequent Event [Member] | Merger Agreement [Member] | Former Notable Shareholders [Member] | |||
Subsequent Event [Line Items] | |||
Ownership percentage | 75.20% | ||
Subsequent Event [Member] | Merger Agreement [Member] | Common Stock [Member] | |||
Subsequent Event [Line Items] | |||
Common stock , par value | $ 0.001 | ||
Shares issued | 0.0629 | ||
Convertible notes payable | $ 10,300,000 | ||
Reverse stock splits, shares | 8,936,448 | ||
Subsequent Event [Member] | Merger Agreement [Member] | Common Stock [Member] | VBL Shareholders [Member] | |||
Subsequent Event [Line Items] | |||
Reverse stock splits, shares | 2,218,299 | ||
Subsequent Event [Member] | Merger Agreement [Member] | Common Stock [Member] | Notable Shareholders [Member] | |||
Subsequent Event [Line Items] | |||
Reverse stock splits, shares | 6,718,149 |